Spiders And Symbiotes
by Danny vs A Month
Summary: A new threat is causing trouble in the Multiverse. And, like it or not, Ben gets dragged into the inevitable conflict alongside the rest of the Spidermen. Takes place in the Into the Spiderverse AU.
1. Chapter 1

I do not own Spiderman or any of the characters.

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New Friend

I walk down the sidewalk in silence, head low, earbuds stuck in my ears, hands in my pockets, and making no move, in any way, to look up or around. When I see someone's feet in front of me, I go around them. That's how I avoid being noticed in my life. I've walked within ten feet of muggings that ended with a corpse thirty three times and counting, and I've come within about three feet of being run over by long time terrorist super-criminal of New York City Prowler once. At least, before he was confirmed to have been killed. Don't know how, don't know who, don't really care. You see, my life is pretty easy to understand. If it doesn't directly effect me, I don't want to know about it. That includes muggings, super-criminals, hot girls that I'll never be able to get with, jocks that ignore me, nerds who are smarter than me, and even Spiderman, who has never once had anything to do with my life. The rest of New York either hails him as a hero, or condemns him as a hazard to the city, just like they did Peter Parker when _he_ was alive as Spiderman. Personally, I don't care. I don't know Spiderman, and he doesn't know me. And that's the way I like it.

I push the door of my school open and immediately spin to my right, stepping around the person in front of me, glancing up just long enough to recognize Miles Morales. He seems like a good kid. He's a sophomore, but he's only been in school about a month. About three days in, he made a complete fool of himself by somehow getting his hand hopelessly stuck in some new girl's hair so bad she had to have it shaved off. She never came back to school, and he stayed gone for about a week. When he came back, though, he seemed a lot calmer than the skittish, terrified new kid he had been when he first showed up. Not that I can talk. I've been in this school for years and he's the only person who's name I actually know for sure because he was the talk of the school for weeks. I barely know my own teacher's names.

I sit at my desk, opening my notebook and beginning to write. It's a story about zombies, not a great one, granted, but I'm a tough critic on my own work. The main character starts out the story thinking he's the only survivor, I Am Legend style, only to meet his future girlfriend while he's scavenging food, and then promptly gets his ass handed to him on a silver platter by her a moment later because she thinks he's going to try to rape her. From there, the story has its high notes and low notes, the high notes being abut level with the floor, and continually sinks into a darker and darker place as the story progresses and the small glimmer of hope the main character's girlfriend brought him slowly fades. Needless to say, I probably need counseling for the dark shit that comes out of my head.

I look up as I hit a small writer's block and find class is about halfway through and I haven't even heard a single word over my music. As usual. I pull my earbuds out, switching to my notes sections and quickly copy whatever my math teacher has written on the board in no particular order. Once I'm done, I put my earbuds back in and flip back to the story. After a little while, the people around me get up and start to leave and I quickly do the same. This is how school is for me. I don't really need to pay attention in class, because I'm blessed with photographic memory and a naturally high IQ, allowing me to ace every test I take, and complete the homework without actually studying the subject. All the teachers know it, too, so they don't bother telling me to pay attention anymore.

School today is as normal as ever until gym. And I only say that because when I walk into the gym, there's a new gym teacher. It's a guy with ne eye barely, yet noticeably bigger than the other, curly red hair, and a crooked-toothed smile.

"Alright class, welcome to your new and improved gym class," he says, sounding like he was from Texas or some other country state where they seem to think that barely pronouncing your words is proper English, though his accent isn't the worst I've ever heard. "You can call me Mr. Kasady. And that's K-A-S-A-D-Y. Not like the girl's name."

Several people snickered at his name and I catch something flash through Mr. Kasady's eyes, not anger, though. Something much more terrifying, like he wanted to rip them apart piece by piece.

"Today, we're going to be learning something new, and much more fun," Mr. Kasady says. "Would anyone like to guess?"

"Sex?" a male voice from somewhere among the jocks asks, gaining a chorus of male laughter as the females, mostly being the cheerleading team, all made disgusted faces, as though they were all innocent virgins and not sluts who had all fucked the entire football team already.

"More fun than that," Mr. Kasady says. "We're going to learn boxing and wrestling."

I raise an eyebrow. Is that even allowed? Apparently so, because about ten minutes later, we're all paired up to fight, starting with boxing. I get paired with Miles, somehow, and I kind feel bad. Before my dad up and left our family about four years ago, he had spent years beating Kung Fu, Tae Kwon Do, and Karate into me, in a literal sense. I had always hated the lessons because he was not a patient or gentle teacher, meaning that after every lesson, I ended up covered in bruises that I'd have to hide after. However, after he left, I was finally free to stop the training. So, since my mother hated the fact that I knew martial arts, and I hated her for allowing me to be beaten like a punching bag for so many years, naturally, I decided to keep training on my own. Not enough to actually stay good at fighting, but enough to be able to win a fight, and enough to piss my mom off all the time.

As Mr. Kasady blows his whistle, I jab experimentally at Miles. And in the blink of an eye, he catches my punch and pins me to the ground in an arm bar. One which is made all the more impressive by the fact that we're wearing boxing gloves. I blink, staring up at him as his eyes widen and he backs away, wincing.

"Sorry," he says. "That was an accident."

"Some accident," I say, standing and rolling my shoulder, then grinning and raising my hands. "Boxing. Blocks and punches only."

Miles blinks, then grins and adopts a similar pose to me. A moment later, we're trading blows, blocking most with both normal boxing blocks as well as the ones that we both learned in martial arts. I don't know who taught Miles Morales to fight, but he's good. I can't land more than one blow to his two or three. Finally, Mr. Kasady blows the whistle again and I grin.

"You're good," I say.

"Thanks," he says. "You too."

We both turn, getting assigned new partners. I keep an eye on Miles as I'm fighting my new opponent. Miles is dominating his fight. I'm allowing my opponent to have the upper hand, because I don't really care, since it's just a jock who doesn't even know my name, probably. He keeps punching me in the forearms and shoulders, then grinning like he thinks he's causing me pain. Apparently he doesn't actually get into many fights. Or pay attention when he's playing football.

Once Gym is done, I finish out my school day and start to head back to my dorm room, only to stop as I see Miles leaning against the wall. He looks bored and annoyed. My guess is one of two things. Either he's locked out of the room, or his roommate has a girl in there.

"Locked out?" I ask.

"Yeah," Miles says. "I forgot my room key inside. My roommate says he'll be here soon, though."

"Well, if you want, you can come hang out in my room," I offer. "I have Mortal Kombat ten and pizza."

"Sure," Miles smiles. "That sounds fun."

He follows me to my room, then stops, staring at the three Sports Illustrated swimsuit model posters and the two fan-art posters of Korra from the sequel series to the Last Airbender and Lightning and Serah Farron from Final Fantasy XIII on my wall. Korra is standing back two shirtless and looking over her shoulder, a glowing white tattoo taking up her back, and Lightning is pressed _very_ tight against her nearly-identical sister, keeping her against the wall, both completely bare but positioned to keep everything covered. For example, Serah's leg is wrapped around behind Lightning, her lower leg covering the crack of Lightning's ass, and Lightning's hand is covering Serah's only otherwise exposed breast. Yes, I know. I'm a fucking nerd. And probably a freak, and a creep, and a list of other insults you could come up with. I have a monumental nerd-crush on Korra, Lightning Farron, and Serah Farron, and I would love to have a threesome with Lightning and Serah. Actually, I'd probably kill to sleep with any of them, in any combination. Sue me.

"Uh...wow," Miles says. "You're...uh..."

"You have a problem?" I ask.

"Uh, no," Miles says. "Not at all."

I huff, turning and picking up a box of pizza, frisbeeing it at him and am actually surprised an impressed when he catches it, though I don't show it, then put in Mortal Combat and turn it on, handing him the other controller. We both randomly select fighters and Miles gets Jason, who's ridiculously over-powered, while I get stuck with Sub-Zero, who I detest. We begin to fight, and within about three minutes, shockingly, I'm dead. We choose new characters, again randomly. Miles gets Liu Kang. I get Sub-Zero. I die in about four minutes. The next "random" matchup is Scorpion. And Sub-Zero. As Miles again pounds me into the oblivion, I shout in annoyance, dropping the controller.

"Fuck this!" I say. "I fucking hate Sub-Zero! He's worthless! And his powers are fucking stupid! Oh my God, I'm in a fight! Here, let me throw a ball of cold air at you and let me see if that works. It's fucking retarded!"

"Just choose someone else," Miles says.

I sigh, picking up my controller and choose my go-to character, Takeda. It's not that he's strong, but he has one move where he spins his whips and is untouchable for a couple of seconds. One which I promptly use to beat Miles in five consecutive games.

"Wow," Miles says. "You're one of those. You find one good attack and you spam it until you win."

"You think this is bad, you should see me play Dragon Ball Z," I say. "I spam energy attacks like my life depends on it."

"Right," Miles sighs. "I'm gonna go see if my roommate's back. Thanks for letting me hang out."

"Yeah, see you," I say.

He leaves and I randomly select a character, once again getting Sub-Zero, this time against Goro. Even against a computer, I lose badly. I shut the computer off and lay on my bed, putting my headphones in and spend a few hours writing before going to bed.

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	2. Chapter 2

I do not own Spiderman or any of the characters.

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Confused

I yawn, covering my mouth, then close my notebook, setting it on the floor beside my bed. Finished. Finally. Now I just need to find a publisher and illustrator who are willing to deal with a book so dark that I actually considered suicide a few times while writing it. Is that bad?

I roll over onto my side and close my eyes, going to sleep. My sleep is peaceful and dreamless, unlike most days when I write, and I wake up feeling recharged and ready for the day. A day of looking on a computer screen for a publisher and Illustrator. The illustrator I find pretty quickly. One of my cousins is an artist, and after a few messages, he agrees to be the illustrator in exchange for me taking his girlfriend's sister out on a date. Now, mind you, I've met the sister and there are three things wrong with the idea. Firstly is the fact that in a scale of one to ten, she's about a nine and a half. Twenty if you add in her personality. She's shy, innocent, sweet, and modest. Modest because she's seventeen, about to be eighteen, with a perfect hourglass body, natural golden blond hair, cyan eyes, and flawless skin, yet she never, ever, acts snobby or arrogant about her looks, almost like she thinks she's ugly. The second thing wrong with the idea of me taking her on a date is that we've only spoken once, so she doesn't even know me, though I've been around enough that I know her. She's about the only thing that's ever made me break my rule about not paying attention to things that don't have anything to do with me. I can't help it. She's just so perfect. The last thing wrong with me dating her is that, according to my cousin, she actually wants to go. As in, _she_ asked _him_ to set us up for a date. Which brings me right back to us having never talked to each other.

I groan, rubbing my eyes. I've been trying to get a publisher, or at least figure out how to self-publish, for about three hours and I've gotten nowhere. I sigh, closing my laptop, and leave, heading for the movie theater. There's a new Avengers movie out that I've been meaning to see, so I figure, I might as well go while I wait to hear back from the publishers about whether or not they're interested in my story.

As I'm walking down the street, I glance up and to the side, stopping as I see I'm walking past an electronics store, one which is completely destroyed. All of the windows are smashed, the electronics inside are smashed, and there's police tape around the entire store. It looks like there was a fight. I even see blood on some of the broken pieces of glass, though it looks watered down, and I think I can smell bleach.

After a few more moments, I turn, continuing to walk. It's not the first store to be destroyed like that. There were several jewelry stores a few blocks over, a pawn shop a block past that, and now the electronics store. Apparently Spiderman's too busy to stop robberies in small stores like that. I shake my head, reminding myself about my rules. Not my store, not my problem.

I reach the movie theater and walk inside, buying a ticket and walking into the auditorium my movie's going to be played in. I pick a balcony seat, right at the front, and sit down, sipping at the soda I bought on the way up. I've got about thirty minutes before the movie, so I pull out my phone, asking my cousin for his girlfriend's sister's phone number. A few minutes later, he sends me it, along with a winking face and the words, "Use protection."

I roll my eyes and start typing out a message. "Hey, this is Ben. I'm not sure if you remember me. The last time we talked was at Aunt Cathy's Christmas party about three years ago. My cousin's dating your sister, so I asked him for your number. I was wondering if you wanted to go out for dinner sometime. Maybe see a movie after. You can choose what."

I slip my phone into my pocket, but before I even pull my hand out, it vibrates again. I roll my eyes. Probably my cousin, already making sex jokes. However, when I check the phone, it's her.

"Hey! It's so nice to get to talk to you again! Yeah, I'd love to g out with you! We can see a horror movie if you want, that way I have an excuse to cuddle with you when you get scared." She ends the message with a winking face and a heart.

I stare at the phone. There's no way she actually sent that. Right? My shy, innocent crush of three years wouldn't actually be flirting _on the first message_, right? I decide it's probably my cousin with a spare phone, or maybe with her phone.

"This is Jake, isn't it?" I ask.

A moment later, the phone buzzes and I check the message, staring at the winking face of my three-year crush, the words, "You tell me" typed in a text box along the bottom of the picture. She's wearing a sleeveless white blouse, a thin gold chain necklace with a small crystal pendant, and her hair is hanging to just past her shoulders. I wrack my brain to try and remember her name. Kenzie? Amanda? Lauren? I feel terrible that I don't remember. I've got a huge crush on her and yet I don't even remember her name.

"Lexi, by the way," she says in a message, as though she had read my mind.

"Pleasure to meet you, Lexi," I say.

"Maybe," she responds, followed by a winking face.

I nearly drop my phone from surprise. Clearly I had the wrong idea about what she was like. And I'm not really sure how I feel about that. I suddenly feel something crawling on the side of my left arm and look down, seeing a pale blue, almost white spider about the size of my palm on my elbow. Naturally, I do the most rational thing I can think of. I emit a high-pitched scream, and start flailing my arm around, trying to throw the thing off. It's not that I'm naturally a coward. I'm just terrified of spiders. Even Spiderman kind of freaks me out, since he has some of the same abilities of spiders, thanks to a radioactive one.

About two minutes into my freak out session, I suddenly feel a sharp pinch and my entire arm suddenly feels cold. Finally, logic enters my brain and my hand slaps down where the spider had been. Except, it's suddenly on my left hand. It bites me again and again I feel a sharp pain before my hand goes cold and numb too. Again I swat at it, but now it's on my right hand. Another bite and it crawls up my arm to my elbow, biting there too. I finally manage to brush it off, my left arm being too numb to swat at it properly, but it lands on my right calf, taking a bite through my pantleg. I shout, swatting at it with my right arm and it crawls to my other leg and bites again. Finally, I successfully pin it between my hand and leg, feeling it crunch as I do. I grimace and it falls to the ground. A moment later, I fall as well, cold spreading up my legs and into my torso, as well as from my shoulders. I try to move, but I can't. Everything's numb. Panic starts to set in. I've read about all the most deadly spiders. One that can paralyze you for ten hours with a single bite, one that has strong enough venom to kill an elephant with a single bite, and that bites eight times in a single attack. One whose bite causes your skin to rot off of your body. But I've never heard of a spider that color, or that can cause your body to feel like this. All the spiders I've ever read about cause intense pain, not numbness. Well, not at first, at least.

I struggle to remain calm, and after a few minutes, I find that the numbness is fading, though the cold remains. My body feels so cold it aches, like when you have a fever. Everything hurts, and the act of standing requires so much effort that I barely accomplish it. And I feel nauseous as soon as I'm up. I decide I don't feel like a movie, so I stomp on the spider and walk out of the theater, starting home. I keep my head down, but I can feel people giving me strange looks as I walk past, some of them actually moving out of my way. I walk faster.

By the time I reach my room, I feel about ready to collapse, but I stop to look at my reflection. I'm pale. Very pale. Dark circles are starting to show under my eyes, and I'm starting to sweat. I groan, hurrying to my toilet and throwing up. Then, I wash my mouth out, stagger to my bed, and flop onto it, beginning to shiver. I climb under the blankets, still shivering, and try to go to sleep. I take the next three days off from school, and by Saturday, I still don't feel any better. If anything, I feel worse. At noon, when I get a call from my cousin, I'm sitting in my bed, three sweatshirts, two pairs of sweatpants, and my comforter covering my body and I'm still shivering. I answer the phone and my voice sounds hoarse.

"Where are you man?" my cousin asks. "You're supposed to be over here getting ready for your date."

"I can't go," I croak. "I'm sick."

"What do you mean sick?" he asks.

I take a picture of myself, making sure he can see all of my layers, and send it to him. "I'm still freezing and can't stop shivering. I've been like this since Tuesday."

"Holy shit man!" he says. "What happened? You look like death!"

"I got bit by a spider, a lot," I say. "And I've been sick since."

"Jesus dude!" he responds. "Hang on. I'll be there in twenty minutes. I'm taking you to the hospital."

"No way," I say. "You know I hate hospitals. Just bring me some eight-hundred ibuprofen and that heater blanket you love so much."

"Dude, you can't just tough this out!" he says. "Some spiders can kill man, you know that! You've got to go to the hospital."

"Bring some hot chocolate with the pills," I say. "I need something unhealthy to cheer up."

"I'll be there in forty minutes," he says. "Just stay out of trouble, okay?"

"I always do," I say.

I set my phone down just as tires squeal outside. I push myself up, walking over and looking outside. there's a black SUV parked in front of the door to my dorm building, and a couple of guys in dark sweatshirts and jeans are walking toward the door. Somehow, I don't think I want to wait for my brother to show up. I open the window, leaning out and looking around. I'm on the third story and the fire escape is about forty feet to the right. I look down as the two guys walk into the building. I sigh, turning to walk to the door just as it opens and Miles runs in, eyes wide.

"It's you?" Miles asks.

"What's me?" I ask.

"What's with the sweatshirts?" he asks.

"What are you doing in my room?" I counter.

"What...I'm...uh...oh for...look, there isn't time!" He says. "We've gotta go! Come on."

He grabs one of my sleeves and pulls me out of the room. I manage to grab my notebook and cell phone on the way, but I don't have time to grab my shoes or any actual clothes. I'm just being dragged down the hallway in excessive layers, two pairs of wool socks, and confused out of my mind. We make it about halfway down the hallway before the door to the stairs explodes into the hallway, completely separate from its hinges. Miles instantly shoves me into a room off to the left, slamming the door behind him just before something lets out a loud, vibrating, terrifying roar. I scramble to my feet, looking around the empty room. The window's open, and the fire escape is a single room over, so I can probably make it. I run to the window, climbing halfway out just before something jiggles the door handle. My eyes widen and I get my other foot on the window sill, steeling myself to jump the five feet or so to the fire escape. However, as I try to push off, my foot slips inward and I end up doing a split and falling. I suck in a breath, my hand snapping out in a desperate attempt to catch the window sill. I miss, but when my hand hits the wall of the building, I feel a pulse of warmth from my hand through my body and I jerk to a stop. I blink, staring at the building across the wide alleyway from me, then up at the hand holding me up. It's stuck to the wall, flat and fingers splayed against the brick, and there's a layer of either excessively thick frost, or really thin ice around my hand, freezing it to the wall.

"What the..." I stare at my other hand, then up at the one frozen to the wall.

I twist a little, getting my feet against the wall and they instantly freeze in place as well. Then, as I place my other hand there, that one freezes in place as well. I panic a little, realizing that all four limbs are now pinned in place, but when I yank my right hand away from the wall, it comes off easily, leaving an outline of my hand on the wall, which then melts away in mere seconds.

"The fuck is going on today?" I breathe.

I ready myself, placing my hand on the wall again, once again watching it instantaneously be frozen in place, then hurl myself to the side, detaching from the wall and easily making it to the fire escape, my hands freezing to the railing as I grab it. I swing myself up, getting onto it, then begin to hurry down it. As I reach the ladder, I go to slide down on the sides of it, but my hands and feet freeze in place.

"Oh come on," I grumble, quickly climbing down the rungs.

I'm about to drop the last few feet to the ground when something makes my head tingle suddenly and I instinctively hurl myself off the ladder and across the alleyway, ending up crouched on the wall and frozen with my feet above my hands about ten feet up the wall, just before Spiderman explodes out through the wall beside where I had been, bouncing off the fire escape ladder and landing in a heap below me, unconscious. I drop to the ground and grab him, looking around before running for a manhole. I hope they're lighter than I've read, because it's my only hope judging by the roar that echoes from inside the hole behind me. When I reach it, I freeze my hand to the manhole cover and lift, the cover coming out easily. I drop in, still holding Spiderman under my arm, and pull the manhole cover back into the hole upside down, hanging from it.

"Jesus Christ," I mutter. "This is so fucking weird."

I look down, seeing the ground about ten feet below, a rung ladder beside me leading down to it. I climb down the rungs carefully and set Spiderman down against the wall, trying to ignore the wetness seeping into my wool socks from the ground. I stare at my hands, then place them against the wall, watching the ice form, then pulling them away, watching it fade.

"This is so…" I trail off.

"Fucking weird, right?" a voice asks from off to my left and I spin, dropping into a combat stance for reasons I can't explain. "Hey hey, it's alright. I'm not going to hurt you. I'm with him."

The person, who's mostly hidden in the shadows, gestures to Spiderman. Then, they step out. It's Peter Parker. Late forties to early fifties, dark brown hair with streaks of grey, five o'clock shadow, Peter Parker. He's about twenty years older than he should be, and he's got the wrong hair, not to mention he's actually alive, but it's definitely Peter Parker's face. I've seen it on the news and pictures, and posters enough times to know. He's got his suit on, but the mask is pulled up.

"I know what you're thinking," he says. "How is Peter-"

"What the hell is chasing me?" I ask, Peter staring at me, seeming surprised.

"You don't want to know about-"

"You're either a relative with the same powers or you're from an alternate dimension," I say. "Either way, I don't care. What's after me?"

"Symbiotes," Peter says. "They're beings from a dimension that was cut off from the rest of ours until Kingpin made a black hole a few weeks ago. It forcibly connected all of the other dimensions to one another, and the Symbiotes have been spreading ever since. In every dimension they go to, they hunt down Spider People and consume them, growing stronger."

"How do we stop them?" I ask.

"We think there's a queen, and that all of the symbiotes operate under a hive mind, what one knows, they all know," Peter explains. "The six of us that took down Kingpin all have a device that hides us from the Symbiotes. We can make one for you too, but first we have to get back to the others. If you think you can carry him, I can deal with any symbiotes we find."

"I..." I trail off, staring at the ground. Miles had given me the chance to escape, but he's probably dead by now. Ripped apart by the symbiotes, or eaten, or otherwise slaughtered. "My friend...Miles Morales. He saved me. He drew the symbiotes off to try and give me the chance to escape. Is there...is there any chance he's alive?"

"Miles?" Peter asks before chuckling, walking over to Spiderman. "A little bit of a chance, yeah." He pulls Spiderman's mask up and I gasp. It's Miles.

"Miles?" I breathe.

"It's a bit of a long story," Peter says. "We need to get somewhere safe. Then we can explain everything. And maybe we can help you not feel so cold."

"Really?" I ask.

"Maybe," Peter says.

I nod, lifting Miles, surprised by how light he is, and it occurs to me that he was light before when I picked him up too. Peter turns, walking away quickly and I follow close behind. After abut twenty minutes, we climb up to a manhole cover and Peter lifts it out of the way, climbing out and taking Miles, then helping me out of the sewer and sliding the manhole cover back into place. Then, he leads me through the suburb we're in until we reach a completely ordinary-looking house. Peter knocks and after a moment, the door opens and a female-judging by the fact that the person has breasts, Spider Person in a white suit with a hood gasps and grabs Miles from me, quickly carrying him inside, swearing at him and calling him an idiot. Peter and I follow her inside and Peter closes and locks the door, turning on a small device like a super high-tech security system box beside the door.

"Relax Gwen," Peter says. "He just took a blow to the head. He'll be fine."

"He's not invincible!" Gwen snaps, pulling her mask off, exposing her bleached hair and pretty face. "And who's this kid?"

"He's the one the symbiotes were after," Peter says, looking to me.

"Uh...I'm Ben," I say.

"Well well," she snorts. "We have a Ben Parker as a Spiderman."

"Parker?" I ask. "No. My last name is...uh..."

"What?" Peter asks, following my gaze to where what looks like a pig wearing a Spiderman suit and standing on two legs with a second set of eyes on the end of his snout is standing in a doorway with an Asian girl with no clear indication of being a Spider Person, assuming she is. Behind them is a black-and-white Spiderman, literally monochrome like he's straight out of an old movie, with a trench coat and an old detective hat, the coat blowing in a wind that should in no way be possible, since we're inside.

"Oh, yeah," Peter says. "These are Peter Porker, otherwise known as Spider-Ham, Peni Parker, Peni spelled P-E-N-I, who has a psychic link with the spider that bit her, and which operates a huge robot to fight for her, and Spider Man Noir. He's...well...old fashioned."

"Okay," I say. "I guess I'm just going to assume some universes are weird as fuck."

"Something like that," Peter says.

"So what _is_ your last name?" Gwen asks.

"Dover," I say, peter snorting in amusement instantly.

"That's unfortunate," Miles says, slowly pushing himself up. "I hate symbiotes."

"You asshole!" Gwen snaps. "You scared me. I thought I was going to lose my friend."

Call me crazy, but I probably wouldn't have used the word friend to describe the way she was acting. She had been terrified. And when Miles was sitting up fully, she hugged him, remaining there for several seconds, Miles hugging her back.

"They'll figure it out someday," Peter says, seeming to be reading my mind. "Peni, you got any more ready?"

"Yup," Peni beams. "We just finished another one. I even thought to make this one adjustable for sizing."

"That's good," Peter nods. "Come on Ben Dover." He grins at the name and I groan.

I follow him out to the back yard and a small shack in the corner of the yard. When he unlocks the door, the padlock glows bright red with a Spiderman symbol on it, then blue lines spread over the door into another spider symbol before the door opens, revealing the empty shack. Peter steps into it with Peni and I step in after them, turning back toward the door, like they were, as the door closes. The shack's small, about the size of an elevator, and once the door's closed, the floor glows red and begins to sink. I stare. It really _is_ an elevator. As we're sinking, I see other platforms around the massive, dark cavern we're in. One holding a jeep, one holding training equipment, one holding a bed. On the ground floor is a massive computer on one side, and a semicircle of Spiderman suits of varying color and design. Standing next to the computer is a massive red and blue robot with LED lights forming eyes on its domed cockpit window.

"I take it that's your robot?" I ask Peni.

"Yup!" she beams, all but bouncing over to it as it holds out two small red bracelets.

She walks back over, holding them out and I accept them, pulling them on.

"What are they?" I ask.

"Web shooters," Peter says. "One to fire, double tap to release." He indicates a pressure switch that rests on the heel of my hand, out of the way of me making a fist or holding something, but where I can press it with my middle and ring fingers if I fold them in like an I Love You hand sign. "They also generate a frequency that keeps symbiotes from being able to sense you."

"Sweet," I say. "Now, you said you could help me with the cold?"

"Peni?" Peter asks.

"Already scanning," Peni says, now seated atop her robot, where she can see the screens inside. "Wait, that can't be right."

"What is it?" Peter asks.

"Well, I know why he feels so cold," Peni says. "His body temperature's low. Like twenty degrees low."

"His body temperature is in the seventies?" Peter asks. "That's dangerous."

"No, not seventies," Peni says. "Twenties. His body temperature is below freezing."

"How is he alive?" Peter asks.

"I think he has ice powers," Peni says. "Try doing something. Like, make ice or something."

"You make that sound easy," I say, staring at my hands. "How?"

"Uh..." Peni trails off just as the elevator rises, then falls again, this time bringing the others.

"I think I might be able to help," Miles says. "I can generate electricity." He holds out his hands, electricity coursing over them instantly. "It's enough to knock a person out for several minutes. At first, I couldn't control it. Just like I couldn't control sticking to things."

"I don't stick to things," I say. "I freeze to them."

"Really?" Miles asks.

I reach over to the wall and rest a hand on it, ice instantly surrounding my hand. "Really."

"Well, I suppose that's one way to do it," Miles says. "But anyway, I eventually learned to focus and to find the power inside of me, then channel it to my hands. It's sort of like...feeling this warm energy deep inside. Then just imagining it doing what I want."

I nod and close my eyes. Thirty seconds later, I open my eyes. Nothing.

"This might take a while," Peter sighs. "We might as well test him for the other usual traits while we're at it."

Miles nods and we begin to run me through tests to see what I can do.

* * *

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	3. Chapter 3

I do not own Spiderman or any of the characters.

* * *

Refused

I focus, struggling to find any sort of warmth. All I feel is cold. Oppressive, all-encompassing, smothering scold. After another few minutes I open my eyes, staring at the ring of frost on the ground around me. I'm sick of being cold. It sucks, it hurts, I'm sore everywhere, and I've been shivering for damn-near a week now. After getting my bracelets, I messaged my cousin to let him know I'm safe, then I set to work trying to figure out what I can do besides freeze to a wall. Apparently not much. It's already Tuesday morning, a week after I was bitten, and all I can feel is cold.

"Any luck?" Gwen asks, walking over to sit beside me.

"No," I grumble. "Miles said to find something warm, but all I can feel is cold."

"Well, maybe you shouldn't be looking for warmth," Gwen says. "Miles' ability is electricity, which generates heat. But your ability is ice, or so we're assuming. Maybe you're supposed to embrace the cold. Maybe you're stuck with the cold."

"There's a wonderful thought," I grumble. "You know I hate spiders? They terrify me. They're hairy, poisonous, they have eight beady little eyes, and they're all fucking disgusting. And I can't stand Sub-Zero in Mortal Kombat. Now I'm basically a Sub-Zero Spiderman."

"Sounds like a good name to me," Gwen shrugs. "Now focus."

I sigh, closing my eyes and focus on the cold this time. For lack of a better idea, I try focusing it to my hands. After a moment, I open my eyes. Nothing. I grumble in annoyance. I'm getting nowhere. All I'm doing is feeling more and more cold.

"Dammit!" I growl. "This isn't fair! I just wanted to be a normal kid! I didn't want to always feel like I'm in Antarctica in my underwear! I just want to go home!"

I slam my fist into the ground to try and relieve some of my anger. Instead, I send massive ice spikes bursting up from the ground in a wave reaching out from me about ten feet, Gwen barely avoiding it. I stare at them in shock, then up at Gwen.

"Are you okay?" I ask.

"I'm fine," Gwen nods. "How'd you do that?"

"I don't know," I say. "I just got really angry."

I notice something else as I'm staring at the ice. I'm warm. Really warm.

I pull off two of my sweatshirts, draping them over the ice spikes only for them to instantly be covered in frost and frozen in that position. I pull them off and the frost steams and thaws, the sweatshirts drying almost instantly. I toss them to Gwen and hold out a hand, focusing. After a moment, a small, round cloud of what looks like powdered snow that scattered but can't go far from itself forms over my hand. Like Sub-Zero's basic ranged attack. I turn and throw it at one of the suit displays and it streaks through the air, remaining together mostly, except for a trail behind it, until it hits the glass in front of the display. As soon as it does, it bursts, enveloping the display case, leaving it covered in several inches of ice.

"Wow," Gwen says. "That's...that's actually probably really useful."

"Yeah," I say, walking over and resting a hand on the ice, trying to will it to thaw. After a moment, it does. "Let's head up to the house. I'm getting a little hungry. And I need to apologize to someone still."

"For what?" Gwen asks as we step onto the elevator.

"I was supposed to go on a date with her but I got bit by that spider and got really sick and had to cancel," I say. "And then I haven't talked to her since."

"Ouch," Gwen says. "She's going to be mad."

"Probably, yeah," I agree, opening the door of the shack.

We walk into the house just as the doorbell rings. May answers it and I see it's a pizza delivery guy. She pays him and thanks him for the pizza, then closes the door and brings the four large pizzas into the dining room where we all sit around the table.

"You two have perfect timing," Peter says. "Any progress?"

"Some," Gwen says. "He can generate a blast of cold air that freezes whatever it hits."

"Wow," Peter says. "That's...borderline magic."

"Yeah, I'm not a huge fan," I say. "But at least I can use it on the symbiotes."

"Actually, you can't," Miles says. "Their only weaknesses are sound and heat. So...your ice will be...basically useless on them."

"What?" I blink. "Then...how do I fight them?"

They all look around at each other.

"We don't think you should," Spider-Ham says. "You're still new to this, and these things are dangerous. Really dangerous. If you fight them...there's a strong chance that you'll die."

"Wha...so what then?" I ask. "These things are going to be hunting me, and you want me to just do nothing? That's all I've done my whole life! I've lived by a policy of not getting involved with anything unless it directly involves me! Well this directly involves me!"

"Not anymore," Peter says. "Those bracelets will hide you from the symbiotes. You can go back to being normal."

"Yeah, except that I generate ice!" I say.

"I'm sorry," Peter says. "We're not letting you fight them."

"Fine," I growl, standing. "Then when you all need more help, you can kiss my ass. Don't bother asking me for help. You won't get any."

I turn, storming out of the house and start heading down the street back toward my school. I've probably got more homework than even I can handle. And I know I've missed at least one test. I stop at a small diner and call a cab, then, twenty minutes later, I get out in front of my dorm building. I head up to my room, gathering what I'll need for class and changing out of my borrowed clothes into the school uniform, struggling not to shiver. I head to whichever class I'm currently missing and sit down, the teacher watching me for a moment before turning back to the white board. I actually pay attention today. I've lost too much time. I've been gone for a week, so I need to know what we're doing. As such, today passes slowly. Very slowly. By the time I collapse on my bed, my brain's fried from trying to struggle through boredom so long. I'm starting to fall asleep when my phone vibrates. I pull it out and see it's a message from Lexi. My gut drops. I had completely forgotten to message her after being told I was useless by Miles and the others.

"Hey, it's been about a week since we talked," Lexi's message says. "Are you okay? Jake said he couldn't get ahold of you for the last few days. I'm not mad that you had to cancel, if that's what it is. Text me."

I swallow hard. She's a better person than me. I'd have been pissed. Probably.

"I'm so sorry for not talking to you, and for cancelling," I type. "I got really sick and couldn't even get out of bed for a few days."

"I heard," Lexi responds. "Are you feeling any better? Your cousin said when he went to check on you there had been some kind of attack at your school?"

"Yeah, there was some guy causing trouble, but it got handled," I reply.

"Oh, okay," she says. "Well, I'm glad you're feeling better."

"Thanks," I say. "So, can we try that date again?"

"I'd love to!" she responds. "How about Friday?"

"Sounds great," I smile, looking around my room. I'd need to dress nicely, and take her somewhere nicer than a random diner somewhere. "I'll take care of everything. You just pick out your outfit."

"Okay," she types. "What should I wear?"

"Something nice," I say.

Her reply is just a winking emoji, so I find myself a little excited to find out what she chooses. I put my phone away, getting on my computer and quickly searching for restaurants nearby. After about ten minutes, I find the perfect one. Then, I check what movies are playing that day. Almost instantly, I find the perfect choice. I make reservations at the restaurant and buy our tickets, then email a few more publishers about my book. Once I'm done, I shut down my computer and spend a few hours working on trying to produce something other than cold air, struggling to get anything. Finally, I go to bed, falling asleep quickly. Hopefully, I'd be able to make it through the rest of the week without any problems.

* * *

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	4. Chapter 4

I do not own Spiderman or any of the characters.

* * *

First Date

I stare at the TV, the news playing a story about an attack on several warehouses by unknown people, all of the warehouses destroyed. It's the Symbiotes. Of course. I shake my head, shutting the TV off. It's not my problem. I was told I'd be useless, and as long as the Symbiotes don't find me, it doesn't affect me. I pull my polo on and check my reflection in the mirror. I have to give myself props. Usually I have no taste in fashion, but today it's not bad. Dressy enough for the restaurant, but casual enough for the movie. My phone vibrates and I pick it up, seeing it's my Uber messaging me that they're five minutes away. Good. Perfect timing.

Just as I'm about to set my phone down to put on my shoes, it begins to ring. I look at it and roll my eyes. Miles. I ignore the call, as I have the last dozen times he's called me the last few days, and pull my shoes on. Just as I finish, there's a knock at the door, and my head tingles. I glare at the door, then turn away from it, pulling out my bottle of cologne and spray myself a couple times. Then, as I put it away, my door swings open and Gwen, Miles, and Peter walk in, Gwen putting a lock picking set away.

"Does the term privacy invasion mean anything to you three?" I ask.

"We need your help," Peter says.

"Funny, I seem to recall being told I'm useless," I say, coming my hair into place. "And I seem to remember telling you that if you ever came to ask for help I'd have a message for you. What was it?" I pretend to think for a moment. "Oh yeah, I remember. Kiss my ass."

"When we found you there were three," Miles says. "Now there are eight. We need more help."

"Not my problem," I say, glancing out the window. "As long as I have these bracelets on, they're not after me."

"They're up to something," Gwen tries. "All of the stores they've destroyed, they were stealing things. They stole jewels, radios, cellphones. At those warehouses last night they stole a ton of machinery that we don't even know what it does."

"Did you check eBay?" I ask. "I'll bet it's all on eBay."

"This is serious!" Gwen snaps. "People's lives are on the line! We have no idea what they want!"

"Again, not my problem," I say. "If it doesn't directly effect me, and this doesn't, then I don't care."

"Ben," Peter says, stepping forward and resting his hand on my shoulder. "I know you're a good person. These Symbiotes, they're dangerous. They eat people. And whatever they want all of the stuff they stole for, it's dangerous. Symbiotes don't do anything for no reason. We can't stop them without help. We need you."

I'm silent for a moment before gritting my teeth and shoving his hand off of my shoulder. "No. No, no, no, no, no! I don't care about Symbiotes, or Spiderman, or about anyone else in this fucking shithole of a city! They can all die for all I care! If you need help, go to some other dimension to get it! I'm not helping you! I'm going to go on my date and enjoy myself! Now if you'll excuse me, my Uber is here."

I walk down to the street and climb into the Uber, then take a deep breath to calm myself, sending Lexi a text to let her know I'm on the way. Twenty minutes later, I get out of the Uber, asking him to wait, and walk over to Lexi's house, knocking on the door. After several seconds, the door opens and Lexi's father glares at me from the other side.

"So, you actually showed up this time," he says. "You have a lot of guts standing my daughter up."

"Dad, it's fine!" Lexi says, stepping around her father and hugging him before closing the door, turning around and smiling sweetly, allowing me to inspect her outfit.

She's wearing a short white skirt that ends maybe halfway down her thighs, allowing me to see plenty of her smooth legs, then a sleeveless baby blue blouse with the collar cut low enough to show off her cleavage. I finally manage to tear my eyes away from her body and look up at her face, seeing the slightly amused smile and the mischievous glint in her eyes.

"You look amazing," I say.

"Thanks," she smiles. "So do you. I hope I'm dressed well enough for wherever we're going."

"You look perfect," I say. "Come on. It's not far."

She nods and I walk her to the Uber, opening her door for her, allowing her to climb in before closing it. Then, I walk around and get in the other side, setting a trip to the restaurant, the driver claiming the rights to the ride instantly, then pulling out, driving away from the house. As we ride in silence, I struggle to keep my eyes off of Lexi. Her smooth, creamy legs, her perfect breasts, her beautiful face. And I know she knows it, too, because I can clearly see the knowing smirk on her face.

"So, are you going to tell me where we're going?" She asks finally.

"Nope," I say. "No point in ruining the surprise."

"Alright," She says. "Well are you at least going to say it?"

"Say what?"

"You don't know what day today is do you?" She asks, smiling knowingly.

"Should I?" I ask.

"It's my birthday!" She beams. "As of three o'clock this morning, I'm officially eighteen!"

"Happy birthday!" I smile. "Congratulations."

"Thanks," she smiles. "So, aside from dinner, are we doing anything else tonight?"

"I got us tickets to a movie," I say.

"Which one?" She asks.

"You'll have to wait and see," I say.

She glares at me before sighing and shrugging. "Fine. Be that way."

"Oh believe me, I will," I smile.

She rolls her eyes and leans over, laying her head on my shoulder. I wrap an arm around her and she smiles, wrapping hers around me.

"I really am glad you're feeling better," she says. "We were all really worried."

"Thanks," I smile.

We're both silent for a little while longer before reaching the restaurant. Lexi gasps as she realizes where we're going. It's a fancy Italian place not far from the movie theater that has valet parking if you have a car, accepts reservations only, and that generally costs a small fortune to eat at. Fortunately for me, I've been saving for years and I have enough money to afford the dinner.

"Oh my God, we can't go here!" she says. "It's too expensive!"

"I'm sure one night won't kill us," I say. "Relax and enjoy yourself. Let me worry about the price."

"No!" she says. "You're _not_ paying for my food here!"

"Lexi, relax," I smile. "Trust me."

She sighs and nods. "Alright. Fine."

I smile and the driver parks letting us both out, Lexi getting out before I have the chance to open her door for me, sticking her tongue out at me as she sees me roll my eyes. We walk too the doorman and I check us in. A waiter leads us to a table in the corner and hands us menus before taking our drink orders and walking away. As I look down the menu, I glance up at Lexi, seeing that she's watching her menu, but has a tiny smile playing across her lips.

"What?" I ask.

"What do you mean?" she asks innocently.

"You're smiling like you know something I don't," I say.

"I do," she says. "Lots of stuff, actually."

"Like what?" I ask, setting my menu down since I know what I'm getting anyway.

"Well, for one thing," she says. "I know what I'm planning for tonight. You don't."

My eyes widen a fraction of a centimeter and her smile widens slightly more. She can't possibly have meant it that way. Or maybe she did, but it was only to mess with me. Right?

"Anything else?" I ask.

"Of course," she smiles. "Haven't you ever been told that girls know more than guys?"

I roll my eyes as the waiter arrives taking our orders and dropping off our drinks. Then, he leaves again, and I turn back to Lexi.

"So, what _are_ your plans for tonight?" I ask.

"No point in ruining the surprise," she says, smiling coyly.

I roll my eyes. "Okay, fine. I _was_ going to tell you what movie we're going to see, but I guess I'll just let you find out when we get there."

Her smile widens. "That's fine. It's much more fun to watch you stress out over not knowing what I mean."

I glare at her and she winks back. I shake my head and shift the conversation to more normal topics, like how her school is, and how things are for her at home. After a while, our food arrives and we continue our conversation in between bites of our food. As expensive as the food is, it's actually worth it for the taste. And it's also fairly large portions.

Once we're finished, we wait for our bill and I pay for the food, trying to ignore just how many digits the bill is, and also refusing to allow her to see it. Then, once I've payed and gotten my debit card back, we walk outside, looking around.

"Come on," I smile. "The theater's this way."

"Wait, we're walking?" she asks.

"It's only a couple of blocks," I smile.

"What if we get mugged?" she asks.

"I'll protect you," I promise. "Nothing's going to hurt you."

She hesitates another moment before smiling and nodding. She slips her hand into mine and my heart jumps into my throat before I smile, giving her hand a light squeeze before turning and walking down the sidewalk. It's a nice night. Not too cold, not too hot. Granted, it's still a city, so we can't really look at the stars or anything as we walk, but we're both content to just enjoy each other's company. Within a few minutes, we reach the theater and I show the lady at the ticket booth that I bought them online.

"Theater six," she says.

I nod and we walk inside, getting a large popcorn to share and each getting a large soda. Then, we walk down the hallway toward theater six. As soon as she sees the sign over the door, she gasps, then squeals in delight. The movie I chose for us is a romance that got really good reviews online. However, the reason I picked this movie over a horror movie, as much fun as cuddling with her would be, is that I saw her name in a Google review, saying that she wanted to watch it. And that was from the same day I bought the tickets.

We find a pair of seats at the back, at her request, and I struggle not to think up reasons for us being seated at the very back, under the balcony where it's almost too dark to see. Slowly, others filter into the theater, though none of them move closer than three or four rows up where they can easily see where there snacks are during the movie. Finally, the movie starts. It starts off really depressing. The main guy's wife and kids die in a plane crash on the way back from visiting the in-laws, the main guy having had to not go visit due to work. Then, during the funeral, he sees another funeral going on and goes over once his own is finished, finding that the main girl's mother, father, brother, sister, and boyfriend had all been on the plane too. He introduces himself and asks if she wants to go get coffee together, as "mutual grievers." And that was all the first ten minutes of the movie. I already feel like I might cry. As much as I try to hide it, when it comes to shit like losing loved ones, I'm a huge softy.

As the two main characters are enjoying their coffee and getting to know each other, I reach into the popcorn bag, which I'm shocked to find is halfway empty already. I take a handful of popcorn out and she reaches over, setting the popcorn on the floor and lifting the arm rest up out of the way, as well as the one on her other side, then lifts her legs up, laying sideways in the two seats and rests her head on my shoulder. I hesitate for a moment before wrapping my arm around her, resting my hand on her side, just above her waist. Then, I look back at the screen just as the scene changes from the two of them staring into each other's eyes at the coffee shop to the two stumbling through an apartment, joined at the lips and losing clothes along the way. I blink, staring at the screen. Clearly I missed something, but the thing I'm more worried about is how awkward this scene is abut to make our date.

"This is my favorite thing about this movie," she says, one hand resting on my leg, almost innocently. "It's so...real."

I'm not sure what she means, but I'm not really listening fully. I'm struggling to keep myself from getting too worked up from her hand drawing small designs along the front of my thigh and back as the main characters on the screen have what's probably the most graphic non-porn sex scene I've ever seen. I glance at Lexi, but she's smiling contentedly as she watches the scene, not a care in the world. I swallow hard, trying to ignore her hand through the rest of the scene, another two minutes of it, before it finally ends and the two characters decide it didn't mean anything. Then throughout the rest of the movie, seemingly everything continues to remind them of each other. And when they both end up sleeping with someone else, in what is once again an extremely graphic sex scene, which Lexi again apparently has no problem with, they both end up saying each other's name.

At this point in the movie, Lexi moves to sit in my lap, laying her head on my shoulder as her firm, perfectly round ass presses against my erection. I'm terrified she's going to get mad at me, or offended, or something, but instead she simply grins, wiggling her hips for a moment before settling in. I stare at her in disbelief as she simply sits there, my eyes the size of saucers and a convincingly innocent smile playing across her lips. One the screen, the main characters go around trying to find each other, having decided that it obviously _had_ meant something after all. In the end, they inevitably find each other, have a very, very long, very, very graphic sex scene, and then the movie skips to them getting married, the girl's belly already clearly bearing a child.

As the credits begin to scroll up the screen, I glance at Lexi again, seeing that she looks perfectly comfortable. I swallow hard and am about to say something when she yawns, sitting up and stretching her back, pushing her chest out and twisting toward me, practically putting her chest in my face, then stands and begins to walk away, hips swaying. I swallow hard.

"Jesus Christ give me strength," I mutter as I follow her out of the theater.

I swallow hard as I find her waiting for me by the door, smiling radiantly at me. I'm fucked, I decide. In less than four hours, this girl's gotten me wrapped around her finger so tight that if she told me to jump I'd probably jump ten times before thinking to ask how high. As she slips her hand into mine again, my heart pounds against my ribcage so hard I could swear she has to be able to hear it too. I pat my pockets, checking to make sure I didn't drop my phone or wallet. I glance at her again as she rests her head on my shoulder as we walk. Judging by the movie, I don't have to guess what she has planned for tonight. Which scares me. Not only because I've never done it and don't want to make a fool of myself, but also because I most definitely did not see things going this way, so I most definitely didn't come prepared.

"So...uh...when did you first see that movie?" I ask.

"Last Sunday," she says.

"Oh, okay," I nod before stopping, narrowing my eyes. "Wait a minute, you posted your review on Tuesday. You conniving little...you knew I'd see it and decide to take you to that movie."

"Maybe," she grins, taking a couple steps forward and turning back toward me. "If you don't like it, maybe you should punish me."

Then, she winks at me and turns, slipping out through the door as I stand there, stunned. I blink and shake my head, going after her and find her waiting at the door of a taxi that had just dropped off another couple. She slips into the cab as I get close and I follow, closing the door. Then, before I can say anything, she tells the cab to take us to my dorm. I glance at her. Her father was definitely not going to be okay with me bringing her back late, but on the other hand, if I brought her home now, I definitely wouldn't get to see if she was just messing with me or if she was serious. She looks up at me with a look like she was challenging me. I swallow hard, eyes glancing down at her body for a moment unbidden. Then, they return to her face, and she grins knowingly, raising one eyebrow.

My resolve snaps instantly and I lean in, capturing her lips with my own. Instantly, she swings a leg over my lap, hands fisting in the hair on the back of my head as her tongue almost instantly slips between mine to coax mine into playing with it. My hands move to her chest instantly, massaging them through her shirt and pulling a moan from her lips, both of us ignoring the taxi driver clearing his throat. After several minutes, I slide my hands down, pulling her skirt up, only to freeze, my thumbs brushing against each other at the back of her waist where her panties should be. I say should because when my thumbs trail down slightly, they find nothing but smooth, soft skin. I pull back from the kiss and she grins.

"You're horrible," I say.

"Maybe you should punish me then," she says, kissing me again.

I happily return to what I was doing, however I _do_ take her advice abut punishment. I slap her ass lightly, just enough to make a noise and she gasps then moans, rocking against me. Then, a flash of pain shoots through my head from the right and I spin, putting myself between her and the right side of the cab just before something slams into us and everything goes dark, the last sound I hear being screams.

* * *

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	5. Chapter 5

I do not own Spiderman or any of the characters.

* * *

Symbiote

I groan, opening my eyes and look around. The cab flipped onto its left side from the impact, leaving me on top of Lexi, who's still unconscious. She's got blood on the left side of her head, but it looks like it's just a minor cut. The driver's not so lucky. At a glance I can tell he's dead. Aside from a splitting headache, it also feels like my back is heavy. Really heavy. And stiff. I turn my head and look back and see that I'd instinctively formed a shell of ice to protect my back. The part that scares me is that the ice is all but shattered, though I don't feel like my back followed suit, so apparently it saved my life. I will the ice to evaporate and carefully stand, pulling the door handle and pushing. Nothing. I crouch, pulling my arms down, then stand and slam both hands into the door as hard as I can. There's a deafening snap as something metal breaks and the door flies open. I sigh, hoping no one's paying attention to that, and start to climb out. There's a massive crowd around us, all of the onlookers nearby had come to see if we were okay. I look around for what hit us, and see a tractor trailer resting across the intersection, having hit a light pole, which folded over onto the truck.

I drop back down and gently pick up Lexi, lifting her out and pass her off to a woman nearby, careful to make sure Lexi is actually covered when I do, then climb out as well. I drop down beside the woman and am about to take Lexi back when my head tingles and I hurl myself backward, a car door, one that I somehow know would belong on a trailer truck, blurs past me, embedding itself in the nose of a car, more people screaming. I turn, feeling my blood run cold. There, standing in the center of the intersection in broad daylight is a humanoid that looks like it's made out of really stringy black and dark green snot. It's got one hand ending in five claws each as long as my forearm and sharpened along the inside and outside like double-edged daggers, similar toes but only three inches long and twice as wide, and its left hand is holding the trailer truck's other door in a mass of snot wrapped around the middle of the door. Its mouth is a wide smile that reaches almost to the back of its head and that looks like it can open more than wide enough to bite me in half, especially with the mouth full of wicked-looking pointed teeth its got.

"What the...hell?" I breathe before realizing what it _must_ be. "Oh fuck."

It extends its left arm and the snot curls back from the front edge of the door. I drop less than a second before there's a sound like a crossbow going off and the door flashes over my head, barely missing the civilians around us, embedding itself in the wall. I stand and turn, sprinting away from the Symbiote instantly, leaving the crowd and glancing back. It's gone. I'm about to slow to a stop when my instincts hurl me to the side, the symbiote exploding into the ground where I had been, fracturing the street, tendrils of snot stretching back into its hands from where I'm pretty sure it just swung on a building like Spiderman.

I sprint into an alleyway, hearing the same inhuman roar as the day the symbiotes came after me at my dorm. I hear the symbiote chasing me and I wind my way through the alleyways, my heart pounding in my ears, fear threatening to make me pass out. I'm gasping for breath, barely able to catch my breath. Finally I remember that I've got abilities and hold my hands in front of myself, trying to focus enough to create something. Ice begins to spread from my hands just as the symbiote lands in front of me, slashing at me with its claws. I raise the object and shout in fear, only to be sent flying backward from the impact of its claws with whatever I've formed. I land on my back and bounce, flipping and somehow landing on my feet, staring at the kite shield of ice in my hands, four long gashes diagonally across it. I look from the shield to the symbiote and back before grinning. Useless my ass.

I sprint forward, flipping as the symbiote slashes at me again, and slam the edge of my shield into its face. It staggers backward and I drop, sweeping its legs out from under it. Instantly, thick strands of webbing-like snot burst out of its chest, catching itself before one of its feet slam into my chest, hurling me backward. I bounce and roll to a stop, slowly pushing myself up as my shield crumbles and the symbiote charges. I focus, gritting my teeth, and punch the ground, massive ice spikes bursting out of the ground in a wave away from me, impaling the symbiote. For a moment, it simply lay there, folded forward onto the ice. However, as I stand and prepare to walk away, it suddenly shoots up, its arm smashing up through the ice before it roars, leaping over the ice spikes at me. I swing an arm, sending a blast of cold air at it and hit it in the chest, encasing it in ice, only for it to smash itself free before it even hits the ground. Then, as it leaps at me again, Peter swings down from above, planting both feet in its chest and hurling it backward. It smashes into a wall and crumples to the ground before standing and roaring in rage. I take a fighting stance as Peter lands beside me.

"Think you can handle this kid?" he asks.

"Nope," I say. "But I can sure as hell try."

The symbiote roars, charging, and we both sprint forward. It leaps at us and I drop under it, catching its feet and smashing it to the ground before swinging it over me, Peter meeting it with an areal roundhouse kick, sending it bouncing down the alleyway.

"Let's go!" Peter says, turning and running away.

I follow quickly, hearing the symbiote roaring and charging after us as we zigzag through the alleyways.

"Here, put this on!" Peter says, holding out a Spiderman mask.

I pull it on and he sends out a web, swinging off. I glance back just as the symbiote rounds the last corner, roaring and barreling after me, much faster than I can run. I shout in surprise, leaping over it and sending out a web of my own, getting it attached to a rooftop and detach it, yanking hard. It stretches for a moment before snapping back, launching me up to the roof. I flip, landing on my feet and laugh, staring at the bracelet. Then, the symbiote explodes up out of the rooftop behind me, slashing, and I barely manage to avoid it. Before I can escape, however, some of the symbiote's snot webbing attaches to my foot and swings me high into the air, slamming me back down on a different roof. I groan, trying to find the strength to breathe properly, afraid my ribs might be broken. Or my back.

The symbiote lands over me, roaring deafeningly, and raises its hand, only for Miles to crash into it with both feet, sending it flying. Then, Miles picks me up, attaching me to his back with webbing and takes off, swinging quickly away from the symbiote, which follows via the same method, using its snot webbing to copy Miles' webs, though where Miles leaves it behind, the symbiote simply retracts one strand while sending out another. Also, it's firing them out of its shoulders, allowing it free use of its arms.

"Faster," I grunt, raising a hand and focusing, ice forming into a knife. "It's gaining."

I hurl the knife and the symbiote bats it out of the air, roaring. Then, we land on a building, running for a moment before Miles jumps again. I hurl a blast of my ice powers at the roof just before the symbiote lands on the ice, slipping and crashing to the ground, sliding across the roof and off, falling several stories to the sidewalk. Miles glances back and sees that we have a chance to escape and cuts left, swinging into an alleyway and landing beside a manhole, opening it and dropping in. Once we're safely hidden in the sewer, he unsticks me from his back and I groan, stretching and pulling the last of the webbing off.

"That's gross," I say, trying to wipe the webbing off on the wall, unsuccessfully. Finally I get impatient and freeze it, the webbing breaking off easily. "Thanks for saving me. but...how did it find me?"

"We're not sure," Miles says. "Are you willing to help now?"

"Yeah," I nod. "I'll help. But I'll need a suit. And a new phone."

I hold up my broken one, and Miles nods and turns, walking through the sewer. After about forty feet, we find Gwen and Peter waiting. Gwen rushes over to Miles and hugs him and Peter nods a greeting to me.

"Thought I lost you for a second there," Peter says.

"Not yet," I say. "So what do we do next?"

"We're working on a set of weapons that can fight the symbiotes, but so far we've only been able to try to beat them to death and hope we can overpower them," Peter says.

"Is that possible?" I ask.

"Theoretically," Peter says. "The first one we fought we almost beat. We were beating it so badly using physical attacks that it was starting to lose its hold on the host."

"Wait, host?" I ask. "These are people?"

"Not anymore," Gwen says. "Once a symbiote takes over, the host is trapped. Either until the symbiote uses them up, or until they both die when the symbiote does."

"Uses them up?" I ask.

"The symbiotes feed off of the host," Miles says. "They can delay their host's death by eating other people, and they all do, but they always end up killing the host eventually, then have to find another."

"And you've never found a way to save the host?" I ask.

"We have," Peter nods. "But it's not easy. We saved three hosts. But to do it, we had to subject the symbiote and host both to a level of noise equivalent to a rocket ignition for three straight hours. By the time the symbiote was forced out of the host, the host was deaf. And then the lasting effects of having been a host kicked in and they got sick. Bad. Their organs were so damaged from being a host that they were shutting down. Out of the three, only one survived, and that one's in a coma now, and they don't know if he'll ever wake up."

"So...once someone's infected, that's it?" I ask. "They're going to die no matter what?"

"As things stand now, yes," Gwen says. "If they get infected, they'll die."

I nod, sighing heavily. "Okay. So what do we do?"

"Let's head back to Aunt May's," Peter says. "Peni should be just about done, and the symbiotes can't find us there."

I nod and follow them through the sewer for about thirty seconds before the ceiling in front of us explodes downward and the symbiote crashes to the ground, roaring and charging. I step past the others, ice spreading from my hands rapidly into a massive mallet. Then, I swing the hammer over my head, smashing it down on the symbiote's head, smashing it into the ground, the head splattering into paste, the body flopping for several seconds before falling still. The others stared at me in shock just before the body began to steam, the symbiote's snot-like goo melting off of the host's now headless body.

"You...did it," Peter breathes. "How?"

"Like you said, they're already dead," I say. "So there's no harm in killing them any more than the symbiotes we're trying to kill. Right?"

"I...suppose not," Peter says.

"Okay," Gwen says. "Let's get to-"

The host's body lurches off the ground, flying backward away from us as the symbiote lunges at me, claws embedding themselves in a wall of ice I've instinctively covered my chest with. The symbiote looks different this time. Its body is undulating and flowing like I'm seeing it through heatwaves, or like the whole thing is liquid. I crash to the ground and my ice armor breaks apart. I flip and land on my feet as the symbiote grabs Peter and smashes him into one wall, then the other, then hurls him down the sewer tunnel away from us. Miles leaps forward, electricity flying across his hands, but the symbiote's arm crashes into him, the end of it flattened like a pole, and Miles flies backward into me. I barely manage to catch him just as Gwen screams as the symbiote drags her out of the sewer through the hole. Miles and I sprint forward and leap out to see Gwen writhing on the ground, the symbiote's goo struggling to force itself into her mouth, nose, and ears. I grab it, the section around my hands freezing solid instantly before spinning and ripping it off of her, hurling it. Gwen gasps for breath, coughing violently as Miles kneels beside her to check on her. The symbiote stands, roaring, then staggers to the side, roaring a higher pitched shriek and collapsing with a wet splat, beginning to steam instantly, drying up and turning brown. Then, once its completely brown, it breaks apart as a breeze blows past, scattering to the wind.

"Is it...dead?" I ask.

"I...I don't know," Miles says.

"I think it is," Gwen says. "It seemed...desperate when it was trying to infect me. I think...I think they can't survive without the host for long."

"A few seconds, apparently," I say. "Come on. Let's get Peter and get back."

Gwen and Miles nod and we all drop back into the sewer, quickly finding Peter and helping him up before making our way back to May's.

* * *

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	6. Chapter 6

I do not own Spiderman or any of the characters.

* * *

Change of Plans

I stare at the new phone in silence. It's got three numbers in it. Miles, Jake, and Lexi. I sent Jake a text telling him that I'm alive but can't talk yet, and that I'll call him later. Now I just need to figure out what to tell Lexi. I checked up on her through the news and internet yesterday after we reached May's. She was admitted to the hospital for a minor concussion and had no idea what happened. At least, until the reporters started showing up and asking her about the "freaky snot monster" that attacked her now missing boyfriend. How do I explain it? How do I explain that I got chased by a snot monster from another dimension, fought it, got saved by two Spidermen, fought it again, and then killed it? Easy, just flat out lie and say Spiderman saved me and beat the monster. The problem was, how do I explain leaving her behind?

"Oh just call your girlfriend already," Gwen says. "Jeez. She'll understand. The news showed it attacking you and chasing you."

"I know," I say. "But I still...I feel like it was a huge mistake to leave her behind."

"Okay fine," Gwen shrugs. "Don't call. Be a wuss and never get the girl you're so clearly in love with. Not my problem."

I sigh and stand, walking out of the room as I dial the number. I get to the guest room I've been staying in and sit on the bed before the voicemail picks up the call.

"Hey, this is Lexi," the recording says. "I'm sorry I couldn't answer right now, but if you leave a message I promise I'll call you back."

It beeps and I just sit there for a moment, unsure of what to say.

"Lexi," I say, voice wavering. I clear my throat. "It's Ben. I'm so sorry about the other night. I didn't mean to abandon you. I just...well...I'm sure by now you've seen. I...I'm okay. Spiderman got there in time to save me, so you don't have to worry about that. I don't really...know what I should say. I guess...call me back. Just, let me know you're okay. Um...yeah. I'll...talk to you later...I hope."

I hang up, feeling stupid, and flop on my back. After a moment, my phone vibrates and I hold it up, seeing it's Jake.

"I'm so relieved you're okay! What the hell happened? The news said you got hit by a truck and the driver turned into a monster? Call me when you can."

I put the phone to sleep, feeling terrible for not calling. I want to. He's always been like a brother to me and I want to be able to let him know I'm okay. But I want Lexi to be the first person I call. I owe her at least that for putting her in danger and then abandoning her. What if another symbiote had showed up while I was fighting the green one, and then had gone after her for having been around me?

I feel horrible, and somehow, I doubt I'll be feeling any better about leaving her behind any time soon. Not until I'm a hundred percent certain that she's okay. Which would be the next time I see her in person.

"You don't have to worry either, you know," Peter says. "Take it from me, the longer you're in this job, the more you see people get hurt despite your best efforts. You can't save everyone. You can do everything in your power, plan for every possible outcome, and there will still be people that get hurt. In the end, all you can do is your best. You can't feel guilty about the people that get hurt. Just focus on saving the ones you can."

"I don't care that _people_ will get hurt," I say. "I care that _she_ was. I don't know when you guys are going to get it. I'm not a hero. I don't care about the city, or innocent people, or anything like that. I care about me, my friends, and my family. If you don't fall into one of those three categories, I couldn't care less."

Peter sighs. "You do. If you didn't, you would have fought that symbiote right where you were."

"I ran away because I was scared and because I wanted him away from Lexi," I say.

"I don't think that's it," Peter says. "But you don't have to convince me. If you think that's all there is to it, that's alright. Everyone has their own concerns. Someday, you'll get your chance to prove what kind of man you want to be. In the mean time, Peni's got your suit ready."

I nod and follow him to the lab, walking over to where the spider suit I'm supposed to wear is on a display stand like the rest. It's a lot like Miles' suit, mostly one color, but with most of it being light blue, darker blue over the shoulders and under the arms, then white hands and feet, and the spider symbol on the chest is small, about the size of my fist and is also darker blue and with cracks spreading outward from it instead of webbing, giving the suit the appearance of being made of ice. I smile. I actually really like it, even _with_ there being a spider on it. And even with it meaning I'm supposed to be some kind of hero.

"It's sort of an upgrade from the rest of ours," Peni says. "Well, theirs, at least. It's not just a suit."

"What do you mean?" I ask.

"The eyes are flex-form holographic screens on the inside, so it'll show you the heights of buildings you're looking at, people's heartrates, and it's got a smart sensor to highlight guns," Peni says.

"Awesome," I say. "What's flex-form mean?"

"It can be bent, crumpled, folded, and stuff like that, like the rest of the others' masks," Peni explains.

"Sweet," I grin. "Any other upgrades?"

"Not to the suit," Peni says. "But I _did_ finish making you a communicator, and I linked it to all of ours."

She taps her ear where a tiny red earpiece wraps around behind her ear, then hands one out to me, mine being the same shade of light blue as most of my suit. I put it in and Peni taps hers, covering her mouth.

"Can you hear me?" her voice whispers in my ear, sounding like she's right there, rather than the usual electronic distortion a normal earpiece gives.

"That's cool," I grin. "Peter said you were working on some kind of weapon?"

"Yeah," she nods, gesturing to some kind of rounded thing that looks vaguely like a gun with a barrel above and below the grip. "It's...not easy. It's supposed to either generate blasts of heat or ultrasonic sound waves to hit the symbiotes with. So far it works as a blow drier and is about as loud as one of those light up toy guns children play with."

"Ouch," I wince. "That sounds bad. Well, don't burn yourself out too soon. We're going to need you if we have to fight the symbiotes soon. We still don't know what they want."

"I'm sure we'll find out soon," Peni says. "Things typically tend to reveal their mysteries pretty quickly in our line of work. One day you meet a supervillain and if you don't find out what they want the first day, you usually do within the next week. By the end of a week, you've dealt with the criminal."

"I hope so," I say. "I just want to be able to spend time with Lexi without being attacked by monsters."

"You really don't care about anything outside your own life, do you?" Peni asks.

"No," I say. "It doesn't affect me, so I have no reason to."

Peni sighs. "I should get back to work. Take the suit. You'll need it soon, I'm sure."

I nod and take the suit, heading back up to the house. The others are all sitting around watching TV, except for Noir who's listening to a police scanner. I head to my guest room and pull the suit on before getting dressed again over it. Then, I lay on the bed and stare at my phone, as though that's going to make someone call. Except, someone does. One of the publishers I emailed. I sit bolt upright, answering.

"Hello?" I ask.

"Hello, My name is Mike, I'm with Viking Press," the voice says. "I was taking a look at the copy of your story you sent and, while there _are_ a few points I'd like to have...adjusted, I would definitely be interested in publishing your book. If you're interested, I could schedule a sit-down so we could discuss it at length."

"That'd be great!" I grin before realizing the obvious problem. I still have symbiotes to deal with. "Except, I'm...kind of dealing with something right now. I'm not sure how long it'll take."

"Well, how about we schedule for a month from now?" Mike asks. "Say, ten o'clock?"

"That sounds like a good idea," I say. "Thank you so much for calling. You just salvaged my bad day."

"Glad I could help," he says. "Have a good day."

"You too," I say, hanging up and adding an alert to my phone's calendar.

Then, I let my arms flop gab to the bed, sighing. Now if only Lexi would call, it could be a good day. No sooner had the thought played through my head did my phone vibrate. I raise it and instantly am afraid to answer. It's her. I _do_ answer, though, sitting against the headboard as I do.

"Lexi?" I ask.

"Oh my God, I'm so happy you're okay!" she says. "I was so worried! I saw the news report say that you disappeared, and I saw that thing chase you away from the crash on the TV and I was so scared! It didn't hurt you did it? You're really okay?"

"I'm fine Lexi," I smile. "Spiderman saved me. Actually, I owe you an apology. I'm sorry I left you there."

"Don't be," she says. "You were being chased by some freaky snot monster. There wasn't much you could do. Besides, I was fine. I took a little knock to the head, and I was terrified I'd never see you again, but I was fine."

"I'm glad," I smile. "I was terrified you were hurt, or that you wouldn't ever talk to me again."

"Of course I still want to talk to you," she says. "You're amazing."

"Not I _know_ you're lying," I chuckle. "For what it's worth, I had a great night. At least, up until we made the news."

"Yeah, that kind of put a damper on things," she laughs. "So, this means we can try again, right?"

"Third time's the charm," I say.

"Good," she says. "Friday?"

"Saturday," I say. "We'll go to the beach."

"Really?" She asks hopefully.

"Really," I promise.

"Yay!" she grins. "I love the beach! I'll have to buy a new bikini, though. I promise you'll love it."

"Judging by your choice of wardrobe for our date, I'm not entirely sure I'll even see it," I say.

"Ooo, that's a really tempting idea," she says. "But no. You're too much fun to tease for me to do that. I have a much better idea."

"I'm kind of afraid to find out," I chuckle. "I hope you know that you make it hell to try to control myself around you."

"I try," she says. "Anyway, I gotta go. I still have to do my weekend homework before school tomorrow."

"You didn't do that yet?" I ask.

"Of course not," she says. "I was to worried about a certain someone to focus on it."

"I'm sorry," I say.

"Don't be," she says gently. "I'd rather worry about you all day every day and have you be fine than to not worry about you and have you be hurt."

"How do you think I feel?" I ask. "Anyway, I'll let you go."

"Ben?"

"Yeah?" I ask.

"I..." she stops, falling silent for a moment, though I can sense she's still there.

It feels like there's some kind of weight pressing down on my, yet it feels...good somehow.

"Be careful," she finally says, worry thick in her voice, tugging at my heart instantly. "Whatever happens, whatever you have to do, be careful. I don't want to lose you."

"You won't," I say. "I'm not going anywhere. But...you be careful too. I don't want anything to happen to you either."

"I will," she says. "I really do have to go."

"I know," I smile. "I'll talk to you later."

"Definitely," she says. "Goodbye."

"Bye," I say and hesitate another moment, somehow feeling her doing the same, then hang up.

I tilt my head back against the headboard, staring at the ceiling for a moment before someone knocks on the door. I drop my eyes to it as it swings open and Spider-Ham steps in.

"Can we talk for a minute?" he asks.

"I guess so," I say. "Let me guess, you're going to tell me that I'm secretly a good guy, and that by the end of this I'll love everyone and won't be so selfish and all of that?"

"No," Spider-Ham says. "I think you're exactly what you believe you are. A selfish, uncaring brat who doesn't care enough to even take the time to learn the names of your classmates. I think that's who you are, and who you'll always be. I fully expect you to stay that way. But if you do, will Lexi really be okay with that?"

"She knows what I'm like," I say.

"But is she okay with it?" Spider-Ham asks. "It's not my place to judge. Everyone has their own motivations, and not everyone's cut out to be a hero. It's probably for the best too. You'd make a pretty shitty hero."

And with that, he turned, walking away. I stare after him in silence. Maybe he has a point about Lexi. But he's still an asshole for saying I'd be a shitty hero. What does he know? I blink, then grin, shaking my head. Reverse psychology. Nice. Well played. I spend the rest of the day making a token effort to socialize, then, I head to bed. The next day, Miles wakes me up early. Like, three in the morning early.

"What?" I groan. "It's soooo early!"

"Exactly," Miles says. "Perfect time for you to get some practice swinging."

I let out a mix between a groan and a sob. "Go swing for your girlfriend or something, I'm trying to sleep."

"I don't have a girlfriend," Miles says, crossing his arms.

"You would if you would just take your balls out of your purse and kiss her already," I grumble, then sigh heavily and push myself up, pulling my suit on, then our school uniform.

Miles reminds me how the web shooters work and takes off. After a moment of giving him a lead, I follow. Peni was right about my mask's eyes. They're incredible, and hugely useful, especially sine knowing the height of buildings and how far they are lets me know where it's safe to attach a web to. Swinging is a little easier than I was expecting, and a lot easier than when I'm being chased by a snot monster. I fall into a sort of rhythm swinging around. Then, after a few minutes, Miles starts to do more challenging things, like tight turns, reversing directions, and eventually swinging through alleyways at random. I follow him everywhere he goes, quickly getting the hang of it. It's actually kind of fun.

Finally, after a few hours of practice, we both swing to school, carefully landing where no one will see us and making sure our uniforms hide our suits while storing our masks and gloves in our backpacks. I head to my first class and turn in the homework I had completed, then sit down and wait for the rest of the class. Class is boring, as expected, but I suffer through it for the sake of appearances. Once the bell rings, I pick up my backpack and walk out into the hallway, getting about ten steps along before freezing, staring through the crowd toward the exit.

"What's up?" Gwen asks, stepping up next to me, apparently posing as a student.

"Why...why is she here?" I breathe.

There, standing in the middle of the hallway and looking lost, glancing between the rooms around her and the syllabus in her hands, is Lexi.

"Is that your girlfriend?" Gwen asks.

"I...I don't understand," I breathe. "She can't be here! She...she had a full ride! All she had to do was finish out the year in that school! Why did she...no! She can't be here!"

"Looks like she chose being closer to you over college," Gwen shrugs. "I gotta go to my next class. Good luck."

She turns and walks away and I walk down the hallway to Lexi.

"What are you doing here?" I ask.

"Ben!" Lexi cheers, hugging me. "Oh my God, it's so good to see you again!" She steps back, inspecting me. "At least you weren't lying abut being okay."

"Lexi, why did you switch schools?" I ask. "Your scholarship-"

"Isn't the most important thing in my life," she says. "I thought you'd be happy to see me."

"I am!" I say. "I'm happier than I can explain. But you're throwing away your future. You were going to be a doctor. You were going to be rich! And happy!"

"Well, I'm happier being poor with you than rich without you," she says. "Deal with it. Besides, I can still be a doctor. I'll just have to pay for it."

I groan, then take her syllabus, scanning it. "You specifically asked to have all the same classes as me, didn't you?"

"Maybe," she grins. "Think there's a seat available right next to you?"

I groan. "Let's go. Your locker's this way."

She smiles and follows me to her locker, then to our next class. Gym. As soon as we step into the room, I know something's wrong. Mr. Kasady turns to us and narrows his eyes, glaring at Lexi. And she glares right back.

"Do you...know each other?" I ask her.

"No," she says. "I just don't like him."

"But...you like everybody," I say.

"I guess not," she says. "Come on. We both need to change for gym."

I nod and we walk into the locker rooms. I totally forgot I had to change for gym, however, by a stroke of luck, when I get in there, there's a stall open. Usually the guys are all jacking off before class to thoughts of one teacher or another. I quickly, and very carefully, use it to change out of my suit, hiding that in my back pack, then pull on a pair of shorts and a muscle shirt before walking out of the locker room. As soon as I do, I find Lei waiting for me. She slips her hand into mine and we walk to the bleachers together, Mr. Kasady glaring at us the entire way.

"Alright class," Mr. Kasady speaks up once we're seated beside Gwen and Miles, "Today we're going to be playing dodgeball. Who would like to be a captain?"

Almost everyone raises their hands, except for me, Lexi, Miles, and Gwen. Mr. Kasady grins at us wickedly.

"How about the new students?" he suggests. "Come on out here ladies."

Lexi glances at me worriedly before standing and walking out to stand on Mr. Kasady's left, Gwen walking over to his right. I stare at Lexi as she openly tries to will Mr. Kasady dead with her glare. I mean, sure he's creepy, and not the most friendly guy in the world, but I could swear she's overreacting. Granted, he is staring at me and Miles like we're lunch. A pit forms in my stomach. What if that's _exactly_ what he's thinking?

"Alright ladies," Mr. Kasady says, shooting Gwen a hungry look as well before turning to glare at Lexi. "You first."

"Ben," Lexi says instantly, Mr. Kasady's glare intensifying.

I walk over to stand beside her and Gwen, also having noticed Mr. Kasady's look, gets Miles over to her immediately. From there, the teams are quickly split up and Mr. Kasady dumps a basket of rubber balls in the center of the room. As son as he blows the whistle, there's a scramble for the balls. However, me, Lexi, and the others are too distracted by Mr. Kasady watching me, Miles, and Gwen and licking his lips to really put effort into playing. I have no doubt he's at least a serial killer, if not symbiote. However, I have no proof, so I can't do much. Plus, if I fought him here, Miles and Gwen would be too distracted with innocents to help, and I'd be too worried about Lexi.

After about two hours of a brutal dodgeball game resulting in at least three kids getting bloody noses from face shots and Mr. Kasady not enforcing the rule of being out in any way, we finally all leave to get cleaned up and change, me leaving my suit in my bag for now. Lexi and I head to our next class and both suffer through the rest of the school day before heading up to my dorm room, me to grab my story, and her to be with me.

"That gym teacher's a creep," she says. "Did you see the way he was looking at you? It was like you were his lunch or something. He's got to be a sex offender."

"I doubt it," I say, pulling my story out of the drawer I keep it in and set it on the desk. "Usually creepy teachers are just creepy teachers. Now, _you_ on the other hand."

"What about me?" She asks, walking over and wrapping her arms around my neck.

"I didn't know you were even capable of hate," I say, giving her a quick kiss. "Let alone enough to scare me."

Lexi smiles. "There's a lot you don't know about me."

"Oh yeah?" I ask, pulling her against me and backing up toward my bed. "Well, maybe you should show me."

"Mm, yeah?" she asks around my lips. "You want me to?"

"Mhm," I mumble, slipping my tongue into her mouth, her own meeting mine as my hands begin to slide up her sides, slipping under her shirt and up to her breasts, finding them without a bra.

I chuckle into the kiss, beginning to massage her breasts for a moment before spreading my arms, making her white shirt unbutton itself, her sweater pulling up. She pulls it over her head and discards it and I sit up, breaking the kiss in favor of taking one of her nipples into my mouth. She moans appreciatively and my newly freed hand moves down to her rear, pulling her skirt up and massaging her rear through the thin cloth of her tights. After a moment, I slip my hand under her tights and she moans again, rocking against me. However, just as she does, my door flies open, Miles and Gwen freezing as they see what we're doing. Lexi shrieks, snatching her sweater off the floor to cover herself instantly.

"Jesus guys!" I say, standing in front of her as both Miles and Gwen get over their shock and look away. "What the hell!?"

"Sorry!" Gwen says. "We need you."

"Something came up with our job," Miles says.

"Dammit," I sigh. "Fine. But do we have time for me to drop my story off at your place Gwen?"

"Sure," Gwen says.

"Ben," Lexi whines. "What now?"

"I'm really sorry," I say, turning around. "I've gotta go. I promise, I'll make it up to you Saturday."

"Promise?" she says.

"I promise," I say.

She pouts for a second before kissing me. "You'd better. Yu know what they say about getting three strikes."

"I'm out?" I ask.

"No, you suck at baseball," she says. "That, or the teacher is going to keep you after to punish you." She winks. "Maybe you _should_ get that third strike."

"Okay, time to go!" Gwen says, grabbing me by the back of the shirt and dragging me out of the room, barely giving me enough time to grab my story and backpack. As soon as we're out of the school, we duck into the nearest alleyway and I trade my uniform jacket for my mask before we all swing away from the school.

"So what's so important that you felt the need to interrupt?" I ask.

"We found the symbiote hideout," Miles says. "Peter says Spider-Ham was snooping around and found it. It's a big open room in the sewer that used to be used to be used as a sewage treatment center, but eventually they got tired of the room flooding too bad when it rained so they made one up top instead."

"Joy," I say. "How many symbiotes are there?"

"Eightish," Miles says.

"And Peni's new weapon is..."

"Not ready," Gwen says.

"Then what's the rush?" I ask.

"Because Mr. Kasady is clearly a symbiote who pegged the three of us as spiders, and who was on his way up to kill you when we showed up," Gwen says. "He got spooked when he realized we were there too and took off. it's not safe for us to go back to school anymore, and it's not safe for you to see that girl until we kill these things."

"I'm not cancelling my date Saturday," I say.

"Why do you think we're going after them tonight," Miles says. "No more running. No more hiding. No more being hunted. We're taking them out and stopping whatever they have planned."

"Alright," I nod. "Let's go get ready then."

The others nod and we turn toward May's.

* * *

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	7. Chapter 7

I do not own Spiderman or any of the characters.

* * *

Miscalculation

"Okay, so...we're really going to try and beat eight of them...with only six of us?" I whisper, Peni having stayed behind to work on her weapon, just in case.

"We don't have a choice," Miles says. "We have to put an end to this."

"But only one of them seriously fucked us up," I point out.

"And from what we could tell, that was the weakest," Gwen says. "In order of strength from low to high, there's still a maroon one, a purple one, a brown one, a blue one, a yellow one, a black one, a silver one, and a red one."

"Great," I sigh. "Alright. What do we do?"

"Fight like Lexi's life depends on it," Peter says. "Whatever happens, don't let them cover you, and don't stop fighting."

I nod and we drop quietly into the massive chamber. However, as soon as we land, I realize exactly how badly we've fucked up. Seven of the eight symbiotes land around us, all growling. The maroon one has a pair of whip-like cords of snot dangling from its clawed hands, spikes sticking out along the whips. The purple one has four arms, all of them clawed, spikes on all four elbows, and two tongues, for whatever reason. The brown one has its snot formed into a spiked tail that reaches over it like he's a scorpion. The yellow one's clearly female, where the rest are clearly male, and has much, much longer claws than the rest, so long they nearly touch the ground. Lastly, the silver one has spikes all over his body, and his hands are formed into a pair of enormous crescent-shaped blades.

"Thank you for joining us," the silver one growls. "Our leader will be so happy when we bring him six new spiders to feast on."

"Leader?" I ask, trying to think of a plan. "I thought you all had a hive mind. And a queen."

The symbiotes all spit, growling angrily.

"I suppose if that were the case, you could call us rebels," the black one growls.

Just then, the room trembles, dust drifting down from the ceiling.

"What was that?" Peter asks. "What just happened?"

"That will be our leader," the purple one grins. "He's summoning us this dimension's symbiotes."

"This what?" Miles gapes.

"Oh yes," the female says. "This dimension has symbiotes as well. However, they're all weaker than we are, and they all serve the consensus."

"But if that's true, doesn't that mean they serve the queen?" I ask.

Again the symbiotes spit.

"They do, but once they arrive, Carnage will corrupt the queen and take control, assuming the role as the king of all symbiotes," the black one says.

"So Carnage is the leader?" I ask. "The red one?"

"That's right," the blue one says.

"Enough talking," the silver one snarls. "Let's kill them now."

"Why so impatient Riot?" the black one asks.

"Because I'm hungry Venom," Riot snarls. "Now if you and Toxin are done talking, I'm going to kill them."

Venom and the blue one both wave a hand and Riot swipes his arms downward, silver spikes of hardened snot shooting out of his arms at them, only for me to slam my hands into the ground, a wall of ice growing in front of us in the blink of an eye, blocking the spikes. Instantly, the others all take off, each charging a different symbiote. Peter goes after the brown one, Spider-ham goes after the purple one, Spiderman Noir goes after the maroon one, Miles goes after Venom, and Gwen goes after the yellow one. Before I can even consider choosing a target, I'm left with Riot and Toxin. Riot charges instantly, his body swelling until he's easily twice as big as me and all muscle, then rams his shoulder into my ice wall, smashing through in an instant. He slashes at me with his left arm and I drop, spinning under it and form an ice sword, slashing at him, only for his other blade to block it. He shoves it away and stabs at me and I spin around it, hurling the sword at him. Toxin flips over him, catching the sword before streaking forward and slashing at me. I form another and slam it into the one he caught, both shattering, before Toxin's fist crashes into my gut, hurling me backward. Both are fast, but Toxin's faster by just enough that he reaches me again as Riot gets about half way. Toxin catches me by the throat and slams me to the ground, grinning wickedly, moving to bit my throat out only to freeze, pulling back as though burned.

I don't even stop to think about it. I plant both feet in Toxin's chest and hurl him backward, Riot bashing him aside without a moment's hesitation, fingers growing into claws as he swipes at me. I flip over it, forming an ice gauntlet with spikes on the back of its fingers as I punch at Riot, drilling it into his face. He staggers backward and I land on my feet, forming one around my other arm as well and streak forward, drilling that fist into his gut. Then, I hurl myself backward as spikes erupt from Riot's body, barely missing me as they stop about three feet in length. Then, as he moves to charge, blue snot wraps around his foot, yanking it out from under him as Toxin leaps over him, chuckling as it charges me. As I step out of the way of an attempt to grab my face, it occurs to me that Toxin's moving slower than before. Then, my ice mallet slams into the side of his torso, about where the host's ribcage should be, and he goes flying, crashing into a wall off to the side. I let the mallet fall and begin to evaporate as I leap backward from a slash from Riot's extended, bladed arm. He sprints forward and I flip backward, placing a hand down, ice flashing into existence across the floor between us, Riot slipping and crashing to the ground, sliding across the ice quickly. As my feet hit the ground, I slam my other hand into the ground, a massive pillar of ice shooting upward from beneath Riot, slamming him into the wall, only to shatter, Riot falling toward me.

He hurls a long silver snot spike like a javelin down at me faster than I can react, but fortunately Toxin and Riot don't work well together, because Toxin grabs me by the face as he charges, getting me out of the spike's way just in time for it to stab into the ground. Then, I punch the inside of Toxin's arm, his grip slackening enough for me to slip out and flip, jumping off of his back and forming an ice axe as tall as my body, hurling it after him. He spins instantly, smashing it just as Riot's fist crashes into my side, snapping a rib and sending me crashing to the floor, cracking it. At the same time, Gwen crashes to the ground beside me, four gashes in her left side, though relatively minor, and Miles crashes into the female with electricity flying along his fists, beginning to pummel her, Venom chasing after him. I form an ice javelin and hurl it, managing to catch Venom through his front leg, tripping him. Then, Riot punts me by the face, sending me bouncing along the ground, nose shattered. I roll to a stop just as Toxin pounces me, pinning my arms and legs. Then, Riot kicks him, sending him blasting into the wall behind me.

"That's for tripping me," Riot snarls. "He's mine."

Before he can kill me, however, I slam a fist into the ground and an ice spear the size of a telephone pole explodes out of the ground, impaling him through the chest and growing until he's fifty feet in the air. I groan, pushing myself up slowly just as Spider-Ham and Spiderman Noir both bounce past me. The purple symbiote and the maroon symbiote both charge and I sigh.

"Goro and Takeda, huh?" I sigh, forming myself a pair of ice daggers. "Fuck this shit. I hate Sub Zero."

The maroon one strikes first, one of his whips lashing out at me. I dive out of the way, the whip cracking the ground as it hits it. Then, I sprint forward, both daggers held in reverse grip. The purple one slashes at me with its two left hand's claws and I spin around them, then leap onto its back, driving my daggers hilt-deep into the back of its shoulders. Then, I twist, using them to hurl him at the maroon one just in time for one of the whips to wrap around it.

"Get out of my way Crusher!" the maroon one seethes, swinging the purple one around before hurling him away, accidentally sending him crashing into the brown one.

"Spine!" the brown one roars, literally hurling Crusher aside like it was easy.

He leaps across the room, crashing into the maroon one instantly and smashing him to the ground, fist drilling into Spine's head hard enough to crater the ground below it. Before either of them could throw another strike, however, Riot picked them both up by the heads, roaring.

"Enough!" Riot roars. "Kill the spiders! Then you can fight!"

He turns, hurling the brown one at Peter again, then throws Spine at Spider-Ham, Spiderman Noir having gone to deal with Crusher. I turn back to the others just as Miles lands beside Gwen, Toxin, Venom, and the female all charging after him.

"Cover me!" Miles says.

"You've got to be fucking kidding!" I shout, slamming my fists into the ground.

Ice spikes erupt from the ground at them, but Riot crashes down in the middle of it, shattering them all. I shout in surprise and fear, ice forming into a thick cuirass over my torso, open at the joints, the cuirass formed from the front to the back, making the back look rough and slightly spiked. I also form a pair of gauntlets again and sprint forward, dropping into a slide under Riot's first slash before standing in time to grab him by the chest and hurl him at the other three. Venom bats him aside and leaps at me, but Toxin catches his foot, swinging him around into the female.

"Mine!" Toxin roars, then leaps at me, only for me to send one of my gauntlets streaking through the air into his face, flipping him backward before slamming a kick into him and sending him hurtling away.

Then, Spider-Ham, Spiderman Noir, and Peter all crash to the ground beside Miles and Gwen, who's got webbing holding her side closed now. I glance at Riot and shout in fear, leaping backward as silver spikes begin to stab into the ground like rain in a trail after me, Gwen and Miles yanking me back toward them with webbing. As I crash to the ground, I slam both palms into the ground, forming a massive half-dome of ice, sealing us in a corner.

"We're trapped!" I say, pushing myself up as my armor breaks apart and falls off.

"We need to retreat!" Mile says, supporting Gwen's weight.

"How?" Peter asks.

Spider-Ham groans, rolling over and pulling a floppy black circle out of his pocket, throwing it at the wall, where it sticks with a wet splat. Then, I blink and the black circle is a hole in the wall one about the size of my torso. I shake my head, grabbing him as I run for the hole. I love cartoon logic. I hurl him through the hole, then step out of the way as the others retreat through it quickly. I step through and reach back through, crossing my fingers and feel around the edge of the hole, finding something that feels like a wet, slimy film, like that goo kids play with. I pull and the hole closes in on itself before vanishing, leaving me holding the black circle. I shake my head, stuffing it into my pocket and turn to run, only for my foot to find a distinct lack of ground. Then, I'm falling. I splash down in what instantly smells like sewage water just as I hear a roar from above.

"Let them go!" a voice shouts. "They can't stop us, and soon we'll have them anyway."

Somehow, I know that's Carnage. I look around, unable to see anything through the darkness. Then, just as I'm about to shout, green light flares to life in my eyes, making me groan and squint. After a second, my eyes adjust, seeing that my mask has night vision. I can see the others on a section of ground a little distance away, feeling the wall for a door or light switch. I spot a door off tot he side and swim over, grabbing them one at a time, guiding them to the door, which opens into a park. Then, once we're all out, we run, and we don't look back.

* * *

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	8. Chapter 8

I do not own Spiderman or any of the characters.

* * *

Sex On A Beach

I pull the curtain out of the way a few inches and watch as Mr. Kasady walks past, seeming for all the world to just be walking past, if not for being Mr. Kasady, or if not for it being the hundredth time he'd walked past that day.

"All in favor of Mr. Kasady absolutely being a symbiote?" I ask, letting the curtain fall back into place.

"Definitely," Peter nods.

"We decided that in gym class," Gwen says.

"And since he knows we're here, the rest of them do too," Miles says.

"Well, as long as he's either Spine or Crusher's host we're fine," I say. "Maybe the scorpion one's."

"With our lick, he's probably Venom," Miles grumbles. "That fucker's strong."

"They're Symbiotes," I snort. "I'm shocked we could fight any of them and live. Especially one on one."

"We're not useless," Peter says. "Speaking of not being useless, your powers are scary. How'd you get so good with them so fast?"

I shrug. "I just imagine something and the ice makes it." To prove my point, I hold out a hand, a double-helix forming in my hand. "At least, so long as it's physically possible to be formed. Obviously I can't make an impossible cube."

"That's amazing," Gwen says, wincing as she shifts wrong and aggravates her side. "This is going to piss me off. Why isn't it healing as fast as normal."

"I don't think normal describes us," I say, reaching up and pressing my fingers against the bridge of my nose, which is already healed after only a few days. "We're nothing if not abnormal."

"That's fair," Miles nods. "Most of us got broken bones during that fight."

"And now everyone but Gwen is healed," I say. "Maybe there's something special about that female Symbiote's claws."

"Maybe," Peni says.

I sigh, turning the double helix into a bird, willing it to move, but it doesn't. I let it evaporate and sigh heavily, dropping into a chair and leaning back. "I'm getting cabin fever."

"We could just drag Kasady into the house and kill him," Spiderman Noir suggests.

"That's dark," I grunt. "Not without knowing we're not picking a fight with Riot. He'd probably thrash us."

"You held your own," Gwen points out.

"Only because he was tripping over Toxin the whole time, literally at one point," I say, mind drifting back to the fight, and to Toxin's decreased speed and repeated accidental saves after he failed to bite my head off. "What day is it?"

"Friday," Peter says before realizing why he was asking. "Oh no! You are _not_ going on that date!"

"The fuck I'm not," I snort. "I'm not skipping out on her again. Not even for the Symbiotes."

"Look, we know you wanna get laid, but it's definitely not worth risking your life," Gwen says.

"Here that Miles?" I ask, grinning. "She said you're not that good."

Both turn scarlet and hurl the closest object they can get at me, Miles throwing a coffee cup and Gwen a chair, both of which I catch.

"We're not dating!" both snap, only making themselves blush even darker.

"If you say so," I shrug, setting the chair down, then setting the cup down on it. "I'm going to go call Lexi. Let me know if anyone breaks the door down."

I walk into the room I've been staying in, dropping onto the air mattress and dialing Lexi. It rings for a few seconds before she picks up.

"Ben?" she asks, sounding worried.

"Yeah it's me," I say. "You okay? You sound upset."

"I'm fine," she says. "It's just been a few days is all. So, are you calling to tell me you have to cancel again?" Her voice takes on a sultry, husky tone. "I hope you remember what I said about three strikes."

I roll my eyes. "As much fun as that sounds, I'm going to have to disappoint you. I'm not canceling. I was just wondering if you've picked out a bathing suit yet."

"Oh I definitely have," Lexi says. "You'll love it."

"I'm pretty sure I'd enjoy the date if you were wearing a straight jacket," I say.

"Mmmm, sounds exciting," she says huskily. "What would you do if I was?"

"Probably let you out of it," I say.

"You're no fun," she says, and I can hear the pout in her voice. "I'm glad you called. I really needed to hear your voice."

"I'm sorry things have been so...difficult," I say.

"It's alright," Lexi smiles. "Nothing worth having is easy. So if things are difficult for us, that means you're worth it."

I can't help but smile. How did I get so lucky as to be the object of her affection?

"I can't wait until this all blows over and I can see you regularly," I smile.

"Neither can I," she says. "Don't worry about school, either. I've been doing your homework and just saying I gave it to you after school."

"You're not going to get me in trouble for plagiarism, are you?" I ask.

"Oh relax," she laughs. "I'm not that stupid, even if I _am_ blonde."

I chuckle. "I don't know, you're trying awful hard to get me so you can't be _that_ smart."

She laughs. "Well, you _are_ pretty good with your hands."

I laugh. I can't help it. Only Lexi could make that sound almost innocent.

"How would you know?" I ask. "I barely started and we got interrupted, both times. Once by a snot monster, and once Miles and Gwen."

"That's how I know you're really good," she says, voice back to seductive.

I roll my eyes. "You'd better be careful or I might get us both arrested for public indecency tomorrow."

"As long as we make it longer than a few seconds before we get interrupted it'll be worth it. Or if our cells are next to each other."

I laugh again. "Fuck it, at that point I might as well just do it through the bars."

"Mmmm, that sounds like fun," she says seductively. "_You'd_ better be careful or I might get us arrested just to try that."

"You're incorrigible," I say, rolling my eyes. "I should go. I'll see you tomorrow, okay?"

"Alright," she says cheerfully. "Be careful."

"I will," I say, then hang up, brow furrowing slightly.

What does she mean be careful? And why do I feel like I just lied to her? I sigh, pushing myself up, and walk out to the kitchen just as Peni cheers, holding up her weapon.

"I finished the prototype!" she announces.

"That's great!" Miles says. "Let's invite Mr. Kasady in and test it."

"I told you, not without knowing which he is," I say. "I doubt that'd be very effective against anyone from Venom up. Maybe Toxin."

"Better than our fists," Peter says.

"And that's why we're going to keep it a secret until we deal with the leader," I say. "Killer, or catcher, or whatever."

"Carnage?" Gwen offers.

"Yeah that," I say.

"Well, you're the only one leaving the house, so take it with you on your date," Miles says.

"Oh yeah, that'll be totally inconspicuous at the beach," I snort. "No. I'll just stick to my powers."

"If not for you, then for Lexi," Gwen says.

"Or, counterpoint, you could all watch the news for any symbiote attacks on a beach," I say. "Then you just swing in with that thing and save us both. And since my cover will have been blown by then, that'll free me up to be able to protect her while we run the fuck away before the other seven show up."

"How do we know the millions of Symbiotes from this universe aren't already on their way?" Spider-Ham asks.

"We don't," Peter says. "We need to deal with this fast. We need more weapons."

"We need to find a way to kill them without," I correct him.

"Do you have any bright ideas?" Miles asks.

"I'm not the genius on the team," I snort. "I'm the guy that throws snowballs at monsters."

"Funny, I've seen you throw literally everything _but_ snowballs," Peter says. "We'll figure something out. For now, we should train."

The others all agree and we all head to the living room, which has the most room, to spar.

* * *

I knock on Lexi's door and glance at my wrist. I have the pressure pads collapsed into the bracelets, but I don't know how I'll explain them to Lexi. And I can't take them off. That would be about the worst idea in my life. Even more than having snuck out of a house that's safe from symbiotes for a date that I could have put off for a while without losing the girl. After about two minutes of no one answering, I'm about to knock again when the door opens and Lexi throws her arms around me, cheering .

"You're here!" she smiles.

"Of course," I smile. "I promised I would be."

She nods, looking me over. "Well, you look like you're not hurt. I guess you can _mostly_ handle yourself, at least."

"Of course I can," I say. "Are you okay?"

She smiles and reaches up, giving me a quick kiss. "I'm fine now that you're here."

I smile, shaking my head and slip my hand into hers, walking back to the taxi with her. Once we're sitting in the back and on the way to the beach, she slips her hand back into mine, her wrist brushing my bracelet.

"What's this?" she asks, pulling my shirt's sleeve up. "Jewelry?"

"They're uh...gifts," I say, lifting up the other sleeve to show her that I have two.

She studies them for a moment before smiling. "I like them. They look cool."

I smile. "Thanks."

She lays her head on my shoulder, pushing my sleeve up to my elbow to trail her fingers up and down my forearm slowly. It tickles, but I'm not going to stop her. If she's content, so am I. After a few minutes, however, her hand slips off my forearm, landing on my inner thigh about halfway up. I glance at her, able to just barely see her knowing grin as her fingers begin to trail over my leg, her nails putting just enough pressure for me to feel it through my jeans. I struggle to control myself and keep from getting too excited. I know it's what she wants, but I'm determined to make it through the beach portion of our date without losing control.

Not that it matters. After a couple minutes, the taxi rolls to a stop, the beach spread out to our right, nearly empty, despite being a Saturday. I pay the driver and we get out, heading to a bathroom nearby to change. I have a pair of plain black swimming trunks on under my jeans, so I'm changed in a couple of seconds, then take a few more to debate wearing the bracelets or not. I decide on not and take them off, hoping having them in my jeans pockets beside me will be enough and praying to not get us attacked, then walk out of the bathroom, then lean against the railing of the building's wraparound porch while I wait for her. After a few minutes, the bathroom door opens and she steps out, smiling at me somewhere between knowingly and seductively as my eyes instantly fall to her body. And how can I not? She chose well. Her bikini is skin-colored, and small. The top is a pair of small triangles that don't reach the edge of either breast anywhere, with no padding, as evidenced by her nipples sticking out through the material, and a thin string reaching up behind her neck and around the sides from the corners of the triangles, then the bottom is so small that I think it would probably be an insult to G-strings to call it one. The triangle in front is in mortal danger of failing at its job, and when she turns, it looks like the back might disappear between the flesh of her ass cheeks if she walks more than twenty steps. Of course, from more than about twenty feet, it'd be impossible to tell she's even wearing a bathing suit at all, so it doesn't matter that much.

"Jesus Lexi," I breath, struggling to tear my eyes away. "I think you'd have been more covered wearing body paint."

She giggles. "I considered it."

I shake my head, tearing my eyes away. "You're impossible. If I make it through this date without breaking it'll be a miracle."

"Well, I kind of hope a miracle _doesn't _happen then," she smiles.

I shake my head as her eyes drop and a frown forms.

"Where are your bracelets?" she asks.

"I took them off," I say.

"Aw, I liked them," she says. "I think you should wear them."

"Really?" I ask.

"Yeah," she nods.

I shrug, sighing internally and pull them out of my jeans pockets, slipping them back on.

"Much better," she smiles, then leans in so that her lips brush my ear as she whispers, "and now you have a target for depth."

Then, she turns and walks away, leaving me staring at the building in stunned silence for several seconds before groaning, turning and chasing after her, trying not to watch her hips sway. We walk along the beach away from the other people there. The beach runs along the road a ways before reaching a cliff. For a second, I think Lexi's going to stop there, but she winks at me and walks out into the water, wading around the cliff, the water about navel-depth. I follow, shivering slightly at the cold water, though it helps my member calm down a bit. At least, until I get around the cliff and find we're in an alcove that's concealed from the rest of the beach, has trees a ways back with a path leading into them, and Lexi's walking out of the water, the back of her bikini bottoms having done exactly what I suspected they might. Instantly, the cold water holds no sway over my excitement. I could swear Lexi's swaying her hips more intentionally than before, but I can't be certain. I follow her like a man possessed as she walks onto the beach and spreads out her extra large beach towel, which is almost the size of a mattress, then turns back to me, smiling knowingly and waiting for me to reach her.

"You had no intention of enjoying the beach did you?" I ask, stopping in front of her, my lips hovering a few centimeters from her own, my hands resting on the small of her back.

"Oh I _do_ intend to enjoy the beach," she smiles. "Just not the way you were expecting."

She kisses me and I sigh, giving in without a fight. After a minute, she pulls back, guiding me to sit down before straddling me, my member pressing into her instantly, making her shiver under my hands and press tighter, sighing. This is definitely _not_ how I saw this date going, but as her lips find mine again, I stop caring about how I saw the date going. Our tongues begin to duel instantly and my hands drift up her back, Lexi shivering under my touch almost instantly. I drag my fingers back down, then drag my nails upward again. This time, my hands slide around to her sides, then continue along her arms to her hands, my fingers lacing themselves between hers before I roll over, laying her on her back, pinning her hands up beside her head. She smiles into the kiss, raising her hips to press against mine, only for my own to keep just out of reach. She groans, letting her hips settle, but bites down on my lip. I chuckle, pressing my hips down into hers and she lets out something that sounds suspiciously like a whimper, releasing my lip and dragging her tongue across the offended area. I rock my hips into hers and she lets out a stuttering breath, rocking back against me as my hands begin to explore again, dragging over her skin anywhere I can reach without putting too much weight on her. Her own hands do much the same, her nails tickling over the skin of my back and sides before I roll my hips a little more forcefully than before, her breath hitching as her nails drag down my back, not scratching but not tickling anymore either.

I groan, feeling myself straining against the netting of my shorts, feeling trapped and uncomfortable, though I refrain from correcting that. I gently catch her lip between my teeth and she gasps softly, rocking up into me harder for a moment before I let her lip drag back out. I trail kisses down along her jawline, then down her neck along her carotid artery, stopping at her pulse point. She lets out a soft moan as I begin to plant soft kisses over her neck. However, I don't want a soft moan. She's been teasing me since the first date, and I'm getting tired of it. I want to get _her_ worked up for a change. So, I latch onto her pulse point, sucking hard and pull a surprised gasp from her, which turns into a moan after a moment. I press my hips down against her, trapping hers and holding them motionless and she whimpers as I continue to assault her neck, pulling more moans from her. Finally I pull back, grinning at the dark bruise I made. I trail kisses and licks back up the side of her neck, then along her jaw. I had planned on skipping her lips to tease her, but she turns her head quickly, catching my bottom lip and sucking on it desperately. I feel her hips straining under mine and she whines as she releases my lip. I smile, easing up and she grinds against me hard instantly, moaning loudly. My hands, which have been trailing along her skin this entire time slide up to her breasts, squeezing and kneading them gently, pulling a string of moans and whimpers from her as I rock my hips in time with hers, careful to keep from letting my member make direct contact, for fear of accidentally ending the fun early.

After a few seconds, I hook my thumbs under the bikini top and it slips up off her breasts so easily that I'm surprised they didn't fall out on the walk over. I turn my hands slightly so that her nipples are between my index and middle fingers, that way every time I knead her breasts, I stimulate her nipples at the same time. She lets out a shaky breath, followed by a sort of mewling sound, tilting her head back and breaking the kiss, trying to catch her ragged breath. I'm glad she's so wound up. I feel a sense of pride to be able to get her so worked up so quickly. In all honesty, it's only been a few minutes, maybe five at most, and she sounds like she's just run five miles. After another moment, one of her hands drags down my stomach and she shifts her hips to grind against my thigh as her hand begins to rub my member through my shorts, pulling a groan out of me before I can stop it. I move down, beginning to work the unblemished side of her neck as my right hand begins to trail downward slowly, reaching her bottoms in seconds, but then moving outward and down the outside of her hip. She reaches down and catches my hand, but I quickly pull hers underneath her hips, then press down with my leg, pinning it as my hand begins to trail along her leg again. She moans at the increased pressure, and leaves her hand where it is. However, when my hand trails back up, I give in to her unspoken, if not nearly silent, plea and slide my hand to the inside, moving my leg out of the way and replacing it with my hand, rubbing her slit through her bikini bottoms.

Lexi moans loudly, rolling her hips against my hand, her own hand stilling on my bulging shorts, clenching, but apparently she's unable to focus enough to keep stroking, not that I'm complaining. The less she strokes, the longer I can stroke later, hopefully. Several more moans roll out of her before I hear something moving through the water behind me. Personally, I don't pay it any mind. It barely registers in my head. If someone's found us, they'll probably just apologize and leave quickly. Except, they don't. The sound grows closer. Still, I ignore it though. At least, until Lexi's head tilts downward as she looks.

She gasps harshly and fear flashes through me as instinct makes me grab her tightly and hurl myself to the side.

* * *

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	9. Chapter 9

I do not own Spiderman or any of the characters.

* * *

Truth

Lexi moans loudly, rolling her hips against my hand, her own hand stilling on my bulging shorts, clenching, but apparently she's unable to focus enough to keep stroking, not that I'm complaining. The less she strokes, the longer I can stroke later, hopefully. Several more moans roll out of her before I hear something moving through the water behind me. Personally, I don't pay it any mind. It barely registers in my head. If someone's found us, they'll probably just apologize and leave quickly. Except, they don't. The sound grows closer. Still, I ignore it though. At least, until Lexi's head tilts downward as she looks.

She gasps harshly and fear flashes through me as instinct makes me grab her tightly and hurl myself to the side. Just as I do, a long, spiked, maroon whip crashes down on the towel we've just left. I'm on my feet in an instant, watching as the female Symbiote and Spine stalk toward me. I glance at my bracelets. It's impossible. How'd they find me? I only had them off for a few minutes at most. Can they really sense us that fast?

I step in between Lexi and the Symbiotes, swallowing hard. "Lexi, you need to run."

"What?" Lexi gasps. "What about you? If you stay you'll die!"

"No, I won't," I say. "I'm really sorry this is how you had to find out. But I'm not really normal." I form myself an ice sword just in time to use it to block one of Spine's whips, the whip wrapping around the sword and yanking it away. Then, I sprint forward, jumping over the other whip and slam a knee into Spine's head, throwing him backward as the female darts past me, heading straight for Lexi. "Lexi!"

The pressure pads of my bracelets deploy instantly and I send a burst of webbing after the female, catching the back of her torso before turning and swinging her into the air, then back down, slamming her down on Spine just in time to stop him from whipping me, the whip dropping to the ground about a foot to my left. Then, I form a pair of saw blades from my ice, freezing my hands to the sides before swinging my arms forward, sending the blades spinning at the two Symbiotes. Before they can hit, the female swipes her arm upward, her claws smashing them. Then, she streaks forward, slashing at me. I form an ice shield on instinct, barely managing to block her claws before her foot crashes into my stomach, hurling me away. I crash down on my back, flipping backward and hurl a ball of frozen air before landing on my back. I do a backward somersault, regaining my feet just as the female breaks her arms free of the ice that my power formed when she blocked the ball.

I sprint forward again, forming myself armor and a pair of gauntlets, only for Spine to wrap one of his whips around me and fling me aside, sending me crashing into the cliff face, my ice shattering. I drop to the ground, groaning, before starting to push myself up, only for the female to slam her foot down on my back, pinning me to the ground. Then, Spine sends both whips at Lexi, who's been watching the whole fight, rather than running like I told her to.

"No!" I shout, struggling to get free, only for the female to drive a claw down through each of my hands.

Then, the whips wrap around Lexi, squeezing hard. Except, she doesn't cry out. She doesn't make a sound. She doesn't even bleed. Instead, she begins to change. The color drains from her rapidly, and her skin begins to melt. I'm terrified for a moment, before I realize what I'm seeing. Her skin turns pure white, whiter than snow, except for streaks of grey here and there, and her eyes turn pink as they stretch up and back. her fingers extend into claws, though only slightly longer than a human's fingers, and she reaches up, wrapping her left hand around Spine's whips, then severs them with her right hand's claws. The severed segments fall to the ground, beginning to dissolve, and Spine roars, struggling to pull his whips away, but making no progress. Then, Lexi yanks on the whips, and Spine streaks through the air at her, only to come to a complete stop as she drives her right hand completely through his head. His body swings for a moment before the Symbiote melts off of the host. It begins to flee toward the water, but Lexi tosses the host's corpse aside and grabs the Symbiote with both hands, ripping it in two. A high shriek fills the air before both halves go limp and begin to turn dark brown. She drops them and they disintegrate before they hit the ground. The yellow female standing on me shrieks in rage and charges, slashing at Lexi, only for Lexi to duck under the claws and get in close, slashing the female up the front, then spin, slashing it across the abdomen. Then, as the female turns to flee, Lexi's hand flashes out, ripping the yellow Symbiote off of the female host, who drops dead, then drives her claws through the Symbiote. It shrieks in pain before generating a foot, planting it in Lexi's face and throwing her away, freeing itself before growing a body, its form more fluid and unstable than with a host, like with the green Symbiote me and the others fought first. The Symbiote charges at Lexi, apparently desperate to kill her before she dies, but Lexi deflects her claws into the air then slashes with her own, the Symbiote's head and left arm both spinning away, along with several segments of each, before the yellow Symbiote begins to disintegrate.

I stare in shock for several long seconds as Lexi begins to transform back into the form I know. I push myself up slowly, swallowing hard before anger suddenly surges through me. Lexi's been infected. She's a host. Guilt joins the rage. It was when I left her behind after the crash. Or it was one of the multiple times I was hidden and left her unprotected. It was my fault. They infected her because of me.

"Let Lexi go!" I seethe, the rage winning out over the guilt and the grief it brings. "Let her go now! You can't have her!"

"I _am_ Lexi," she says calmly, hands held out slightly, as though to try and show she means no harm, which obviously isn't true.

"Bullshit!" I spit. "You're a fucking parasite! Let Lexi go! You can't have her!"

"I _am_ Lexi!" the thing before me insists.

"The _real_ Lexi!" I shout. "Let her go now!" Desperation begins to flood me, my voice wavering in response. "Please! You can have me, just let her go!"

"Ben, I _am_ the real Lexi," the thing says. "I always have been. There _is_ no Lexi. There _is_ no host. I don't need one. I can take the form of a human at will, and don't need a host to survive. It's always been just me."

I stare at it as its words begin to sink in. "What are you?"

"I'm the queen," she says. "I'm what your friends were looking for. But I'm not what they have to be afraid of."

"Why?" I ask, voice cracking badly.

"Because I don't mean anyone any harm," she says. "It's Carnage that they should fear. He and the rest of his group rebelled, in a sense. They tried to kill me. If he's able to capture me and absorbs me, he'll be unstoppable."

"No," I say. "Why? Why would you pretend to be human? Why would you pretend to care about me? Why would you...Were you just going to eat me? Use me to make yourself stronger?"

"No!" she gasps. "Never! I was never pretending to care about you! I love you!"

"No!" I snap. "Don't fucking lie to me! Tell me why!"

"I am!" she says, sounding close to tears, and I have to force myself to remember that this thing isn't the girl I love, it's a snot monster wearing a pretty face to manipulate me. "I love you! I've been trying to protect you from them! I'm sorry! I didn't know they'd track me! Not the time they came after me when we were in the taxi! Not now! I'm so sorry! I didn't mean to get you involved!"

I stare at it. "The taxi? Now? They were after you!? No, I don't know why that surprises me."

"Ben, please-"

"No!" I snap. "You shut the fuck up, monster! Stay the fuck away from me! If I ever see you again I'll kill you!"

The thing begins to sob, falling to its knees and holding its hands to its face. The sound tugs at my heart, but I turn and run away from it, down the trail through the trees. I have to get away. I have to find someplace to think, to hide. I have to be away from that thing. And I need a shower. I've never felt so dirty in my entire life. I nearly vomit at the thought that I almost had sex with that _thing_.

Suddenly, a blood red arm swings up from behind a tree, crashing into the underside of my jaw and flipping me. I crash down on my chest and the wind gets knocked out of me as I bounce, landing on my back before slowly rolling onto my side. I struggle to my hands and knees just in time for the Symbiote, one that looks more like blood than snot, to plant a foot in the side of my ribs, snapping one and cracking at least two more, hurling me further along the trail. I bounce and roll to a stop before struggling to my feet, swaying unsteadily.

Carnage grins, walking calmly toward me. I rest my hands on a tree beside me and freeze the trunk, making it brittle, then punch it, my enhanced strength shattering it. The tree falls toward Carnage, but his right arm stretches up and deflects the tree, which crashes down off to the side. If stagger backward and fall, my elbow landing on a sharp rock, which buries itself in my joint. I rest my hand on the ground and a massive ice spear erupts out of the ground at Carnage in a blur, hitting his face and making him spin away, blood and bits of Symbiote flying off. However, it didn't kill him. He turns back toward me as the ice begins to evaporate and his host's face begins to heal, curly red hair sticking out where the Symbiote's missing before the host's face reforms with a crazed smile. Then, Carnage's head fills back in, its smile only slightly more terrifying than his host. And of course that's the host. I should have known it was him when he was walking by the house constantly.

I force myself up, forming a sword out of ice and charge, Carnage streaking forward, his six inch claws lashing outward in a blur.

* * *

Lexi slows to a stop as she reaches the fallen tree. There's blood. So much of it. She can smell Ben from most of it, but there's something else. There's a piece of red Symbiote squirming on the ground, but she stabs it and it disintegrates. Then, another smell reaches her nose from a puddle of blood beside where the piece of symbiote had been. She knows the smell. Kasady. She had sensed a symbiote in him as soon as she had entered that gym, but she had assumed it was a weak one when it didn't immediately attack her in the gym. But red...that left only one option. She stood, swallowing hard. She didn't have a choice. She needed their help, even if it meant they kill her.

* * *

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	10. Chapter 10

I do not own Spiderman or any of the characters.

* * *

Desperation

Miles begins flipping through the channels again, remaining on each news channel just long enough to make sure there are no reports of Symbiote attacks. It's getting late. He should be back by now. Or at least should have answered one of the many messages they had sent to make sure he was okay.

"Worrying's not going to make anything better," Peter says. "He's a big boy, and he's good enough with that ice to handle himself. He's probably fine."

"Probably is the problem," Miles says. "We need him if we're going to beat the Symbiotes. If he's gone, we can't win, even with the prototype, assuming it works."

Suddenly, someone begins to knock on the door frantically. Miles turns, heading toward it instantly, only for the knocking to turn into pounding. Gwen reaches the door first, opening it, then stepping out of the way as Lexi walks in without being invited, eyes wincing instantly.

"Who the hell are you?" Miles asks.

"My name's Lexi," she says, glancing around the room, nodding to herself as she sees all of them are present. "Can you please turn the noise off? It hurts."

The others all bristle instantly, preparing for a fight, though Peter reaches over and shuts off the frequency generator by the door.

"How long have you been infected?" Peter asks.

"I'm not infected," Lexi says, then sighs, beginning to shift into her symbiote form, hands raised placatingly. "I'm the queen you were searching for initially. My Klyntar, what you call Symbiote, name is Lust. I don't need a host to survive, and I've never had one. It's always been just me. But before you attack me, you should know, killing me won't affect the other symbiotes at all, especially Carnage and his group. They're what you call rebels. They want to take as much power as they can for themselves. They want to kill and consume everything, I don't. I want to find a world where I can live peacefully. It's why I came to this dimension. My kind can survive switching without the bracelets you all wear."

"If you're the queen, why would you risk coming here?" Miles asks.

"Because I need your help," Lexi says. "Carnage's plan was originally to absorb me and become the king, gaining enough power to subjugate the symbiotes in our realm. But because I escaped, he decided to absorb the Symbiote queen of this dimension instead. For that, he needs to bring them here."

"So you want us to save your life?" Gwen asks. "No thanks. If we kill you-"

"I don't care about my life!" Lexi snaps. "It's Ben's I need your help to save. Carnage took him. He wants to use him to draw me out, probably so that he can absorb me and this dimension's queen both. I...I love Ben. I know you don't believe me, and I know you can't understand how a Symbiote could love anything, and after what you've seen of us, I can't blame you. But I love Ben, and I need your help to save him, but with or without you, I'm going to try."

The others watch her in silence for several long seconds before Gwen sighs.

"I'll help," Gwen says.

"You believe her?" Peter asks.

"This could be a trap!" Miles points out.

"Call it women's intuition," Gwen says. "I believe that she's in love with Ben and wants to save him."

"So do I," Peni agrees. "We have to help."

"Well, I suppose we were going to have to go after them again eventually anyway," Spider-Ham says.

"I agree," Spiderman Noir nods. "We must bring them to justice."

Miles sighs, looking to Peter, who shrugs. "Fuck it. Alright. What's the plan? We have to deal with the weaker seven before we can reach Carnage."

"Six," Lexi says. "Toxin's a sleeper agent of mine."

"You realize Toxin was trying to kill Ben, right?" Gwen asks.

"No, he was trying to keep him alive," Lexi says. "He told me about it. He could smell me on Ben-"

"Ew," Miles gags.

"-so he spent the fight making it look like he was fighting while also keeping Riot from killing him," Lexi continues.

"It _did_ seem like Riot spent more of the fight tripping over Toxin than fighting Ben," Spider-Ham says.

"Alright," Peter says. "Then you and Toxin handle Riot and Venom, and we'll take out the weaker four-"

"And I killed two of them at the beach," Lexi adds.

"Which?" Peter asks.

"Spine and Acid," Lexi says. "The one with the whips and the female."

"Good," Gwen says, holding a hand to her side. "That bitch's claws were dangerous."

"Are you wounded?" Lexi asks. "If I join with you for-"

"Not a fucking chance," Miles snaps.

"Okay," Lexi nods. "Anyway, Toxin and I will deal with the stronger symbiotes, and then we can all go after Carnage together. And just so you know, Kasady is the host."

"Figures," Gwen sighs. "Why didn't you warn us in the gym?"

"I didn't know which he was, and he didn't attack me, so I assumed it was one weak enough that he knew he would lose," Lexi says.

The others nod and Peter picks up the prototype before they all leave, following Lexi, who readopts her human form while they travel. They travel fast, making their way through the city to Oscorp before stopping. Peter stares up at it before turning to Lexi.

"Why here?" Peter asks.

"The tower is mostly metal," Lexi says. "He's going to use it as one massive antenna."

"Good plan," Peni says. "Alright, let's go."

Lexi shifts into her symbiote form and charges into the building, smashing the front door inward as she does, and the others follow. Then, they slow to a stop, finding Toxin and Venom standing in the center of the room. Lexi growls menacingly but Venom bows.

"Your highness," Venom says.

"What's going on?" Lexi demands.

"Venom wishes to help us," Toxin says.

"Excuse me?" Miles asks. "Why?"

"My host is compatible," Venom says, Lexi's eyes widening. "And he's also a good man. He agreed to work with me as long as I help defend this world. I've grown fond of him. He's my friend. So for as long as it doesn't contradict what Eddie wants, I pledge my loyalty to you, your highness."

"Do you trust him?" Gwen asks.

"Yes," Lexi nods. "I trust Venom. Venom has always been honest, if not entirely sane. Venom, Toxin, you two need to deal with Riot. Leave Crusher and Stinger to us. And if you finish Riot before we finish Carnage, help us. However, Ben's safety comes first. If he dies, so will both of you."

Both Symbiotes nod. Lexi nods as well and they all follow Toxin and Venom to a staircase in the furthest corner of the tower's ground floor. The staircase is long, taking roughly five minutes of walking to reach the bottom. Before them is a massive open chamber with a massive machine in the center, directly under the heart of the tower with massive power cables running up to the ceiling. Carnage is doing something with the machine, though he's too far away for anyone to see what. Then halfway between them and the machine is Riot, Crusher, and Stinger, the brown Symbiote with the tail.

"You're late," Carnage says, turning toward them, his mouth stretched into a wide, wicked grin. "I'm already almost finished."

"Go," Lexi orders.

Toxin and Venom take off in an instant, both roaring before Toxin grabbed Venom by the hand and spun, hurling him at Riot. Riot roared, sending his arm streaking outward at Venom, the tip sharpened into a spearhead, but Venom knocked it aside before crashing into Riot, launching him away. Stinger moved to intercept Toxin and Toxin flipped over him, catching him by the tail and spinning, slamming him into Crusher and sending both sailing across the room. Then, he chased after Riot and Venom just as Riot sent a barrage of spikes into Venom's chest, hurling him backward.

Miles swung toward Carnage, only for Crusher to leap into the air, grabbing him with all four arms and crashing to the ground, two arms held Miles' down as the other two pulled back to pummel him, only for both of Gwen's feet to crash into his face, hurling him away from Miles. Stinger speeds toward them, but Spiderman Noir and Peter both spray a foot with webbing, tripping him just before Spider-Ham lets go of a rope, an anvil dropping and crashing down on his head. Then, the Symbiote is up and roaring, streaking forward. Its tail shoots out at Gwen, only for Lexi to catch it. She spins, swinging him around and slamming him into a wall, then turns and swings him over her, smashing him down on the ground before lunging and driving her claws through its head, killing it. Crusher roars angrily and charges at Lexi, grabbing her around the torso and continuing until he slams her into the wall, cratering it.

"Shut off the machine!" Lexi shouts.

Miles and the others nod, continuing on, Carnage moving to intercept them. Spiderman Noir reaches Carnage first and slams a kick into Carnage's head after letting go of a string of webbing, but Carnage catches his foot as he staggers back a single step. Then, he spins, hurling Spiderman Noir away. Peter and Spider-Ham move to attack Carnage and Carnage slams a backhanded slap into Spider-Ham, launching him, before Peter aims the prototype at Carnage and sends a jet of flames at him. Carnage hurls himself out of the way, roaring, then holds out a hand, a tendril of snot shooting out and grabbing the weapon before Carnage yanked his hand back, the weapon streaking through the air and smashing against the wall. A moment later, Miles slams an electrified foot into Carnage's head, hurling him, only for Carnage to catch Miles with snot as well, swinging him around and smashing him into Peter, launching both Gwen swings past Carnage, reaching for the machine, only for Carnage to catch up to her and slam a flying kick into her side, shattering that side of her ribcage and launching her away. Peni's robot throws a punch at Carnage but he catches it , ripping the arm off before slamming it into the dome, shattering it. The robot leaps backward and Carnage spins, batting Spider-Ham aside with the arm as well. Then, as Miles swings around for another strike alongside Spiderman Noir and Peter, Carnage roars, tendrils of snot shooting out and binding all three in cocoons. However, the moment he does, Crusher crashes into him, both bouncing away. Peter and Spiderman Noir's cocoons land on the ground, but Carnage had managed to keep Miles.

Carnage smashes his fist down on Crusher's head as he stands, then grabs Miles and turns, hurling him across the room to the wall, Miles sticking to the wall as he hits it. Lexi charges at Carnage instantly, slamming a fist into his head before tackling him, slashing him several times. However, when she moves to lunge for the machine, Carnage drives his claws through her abdomen before flinging her into Gwen. Then, Peni reaches him, smashing him away with her robot's remaining arm before turning to the machine. The robot fires a missile from its hand, but before the missile can reach the machine, Carnage roars, a massive column of ice erupting from the ground at an angle, catching the missile by the back half, stopping it. Everyone stares at the ice before their eyes slowly drift to Carnage, who grins.

"It can't be," Lexi breathes, staring in horror as Carnage's face comes apart, peeling back and revealing Ben's, whose face is contorted in effort. "He's compatible! he's resisting! Ben you have to stop! You'll die!"

Ben ignores her, bits of Carnage beginning to freeze before the ice broke off, leaving Carnage unharmed. Carnage's face closes again and Carnage roars, turning and leaping at Miles. Before anyone can react, Carnage drives his claws through Miles' torso, blood spraying out of his mouth. Gwen screams.

"Miles!" Gwen shrieks. "No!"

"Get him!" Peter shouts, everyone charging Carnage, except for Lexi and Gwen, who's incapable of standing with her ribs shattered.

They all charge and Carnage leaves Miles to fight them, easily beating them all around the room. Lexi watches for a moment before turning to Gwen.

"Gwen, we can win if you let me use your body," Lexi says. "You're compatible."

"What does that mean?" Gwen asks.

"A compatible host is a host capable of withstanding a Symbiote in their body without dying, so long as they don't resist the Symbiote," Lexi says hurriedly. "If they work together, the host can survive, like Venom and his host. But if they resist, like Ben is resisting Carnage, they'll die within hours, if not sooner. But a Symbiote and a compatible host working together are stronger than usual. If you let me use your body, and you trust me, we might be able to defeat Carnage. We might be able to save both Miles _and_ Ben."

"Will we survive?" Gwen asks.

"Maybe," Lexi says.

Gwen's silent for several seconds, watching as Carnage uses an ice mallet in one hand and Peter in the other to sending Spiderman Noir and Spider-Ham bouncing around the room, Peni lying underneath her destroyed robot off to one side, both legs broken and barely conscious. "Please, save Miles. Save them both."

Lexi nods and deconstructs into a mass of white snot, latching onto Gwen's torso before sinking into her skin. Instantly, Gwen screams as her ribs snaps and pop loudly, resetting themselves before the damage heals in seconds. Then, Lexi covers her as they stand, raising their hand in time to catch Peter, setting him on the ground. Carnage turns to them and roars, forming massive, jagged blades of ice sticking out from the outsides of his forearms and charges, Lexi moving to meet his charge. He slashes at Lexi and she spins out of the way, flipping and slamming a kick into the side of Carnage's head, sending him crashing along the ground. Carnage flips, driving his claws into the ground and skidding to a stop, then grins as spikes of ice erupt from the ground around Lexi, only for her to leap over them. Then, as she's airborne, Carnage's fist bursts out of the ground, crashing into her chest and hurling her backward. She crashes to the wall beside Miles and slashes him free of Carnage's snot cocoon, then uses webbing to seal his wounds. Then, Lexi turns to attack Carnage again only for Carnage to punch her, sending her staggering to the side. As she stops herself, Carnage's foot crashes into her abdomen, an ice spike driving itself completely through her and Gwen's abdomen, Lexi instantly diverting energy to heal the wound. Carnage continues his assault, slamming a knee into Lexi's face, then slashes the pair across the chest before forming an ice mallet and smashing it against their head, throwing them and shattering the mallet. They crash to the ground, Gwen's wounds finishing sealing just in time for Carnage to slam his foot down on Lexi's chest, pinning her.

"Use your claws!" Gwen shouts.

Lexi complies, slashing Carnage and Ben across the stomach, leaping to her feet only for a pillar of ice to erupt out of Carnage's chest, shattering against Lexi's face, sending her bouncing backward, her and Gwen's head spinning. Carnage roars triumphantly, stepping up over them, driving his claws down into their back and Lexi screams, beginning to be dragged off of Gwen, into Carnage. Carnage roars again, pulling harder only to suddenly stop as his arm below his elbow to freeze solid. Ben's voice roars in effort before the ice shatters, Lexi snapping back to Gwen's body and beginning to heal her instantly as she rolled over, staring at Carnage as he began to retract from Ben, starting in the front as Ben fought his control.

"I...won't...let you...hurt her!" Ben roars as frozen air floods off of his skin like white smoke, Carnage freezing anywhere he was touching Ben, pieces breaking off and disintegrating.

However, Carnage fights to keep his control of Ben. It's brutal, even if relatively short. Carnage manifests partially in the flailing snot being blown away from Ben, his teeth driving themselves into Ben's shoulder, claws forming from almost anywhere that can Reach Ben, driving themselves into him, only to be ripped away by the force of Ben's powers, leaving deep gouges in Ben's skin. Ben roars in agony as much as effort, doubling over as a spike of snot drives itself through his abdomen, spreading into a sort of grappling hook of spikes on the front of Ben's stomach, only for the spikes to shred their way back to the hole before being sucked back in, then forced out the back. Then, dozens of claws form, driving themselves into Ben all at once, one even driving itself into each eye socket, impaling his eyes. For one terrible moment, it seems like Carnage might actually win. Then, it's over.

* * *

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	11. Chapter 11

I do not own Spiderman or any of the characters.

* * *

Finished

Ben roars in agony as much as effort, doubling over as a spike of snot drives itself through his abdomen, spreading into a sort of grappling hook of spikes on the front of Ben's stomach, only for the spikes to shred their way back to the hole before being sucked back in, then forced out the back. Then, dozens of claws form, driving themselves into Ben all at once, one even driving itself into each eye socket, impaling his eyes. For one terrible moment, it seems like Carnage might actually win. Then, it's over. In one massive spray of blood and one long, blood-curdling scream, Carnage sails away, chunks of ice spread over him as Ben collapses to the ground like a ragdoll, blood beginning to leak out of his shredded, nearly unrecognizable body, but there wasn't even enough blood to pool. Lexi doesn't even hesitate, leaving Gwen and forcing herself into Ben through any opening she can find.

* * *

Ben sighs slowly as consciousness tugs at him. The pain is gone finally, and he wants to sleep, but every time he starts to slip into the bliss of unconsciousness, something tugs him back. he can feel something. A presence. He thinks he recognizes it. He's too comfortable to focus on it, though. Warmth begins to blanket him, slowly pushing away the cold feeling he had been suffering with before.

"It's so warm," Ben breathes.

"Sshh," Lexi's voice coos into his ear. "Don't talk. just rest. I'm here. We're together now."

Ben supposes he must have fallen asleep. But what had they been doing. Were they on a date? He feels bad for falling asleep on her. He doesn't try to move, and doesn't open his eyes, but he forces himself to stay awake for her, since he somehow knows she wants him to. He hears Gwen's voice shouting. No, screaming and images begin to drift back to him. Symbiotes. A machine. Carnage. Fear grips him.

"The others..."

"They're holding Carnage off so I can heal you," Lexi says, voice sounding more worried than before, or maybe he was just able to notice it now that he was paying better attention. "You have to stay still."

"We have to help them," Ben says. "They'll die."

"That's their choice," Lexi says. "If they choose to give their lives for you, that's on them."

"But I don't deserve their lives!" Ben argues, panic beginning to set in. "I'm selfish, and arrogant, and I hate everyone! I've never done anything selfless! I'm an asshole! I don't deserve their sacrifices!"

"No you don't," Lexi agrees, a pang of hurt and guilt lancing through Ben. "You're self-centered, stubborn, and care nothing for those around you. But if you try to get up right now, you'll die, and then their deaths will be for nothing."

Ben feels himself choke up at her admission. So she always knew. And she still cared about him. He didn't deserve her love either. Especially after how he had treated her at the beach. He forces his eyes open, head lulling to the side and watching the others struggle against Carnage. He's got no host, but there's something severely wrong. He's faster. And he's stronger. Gwen moves to punch him and he flows around her easily, drilling a punch into her side that sends blood spraying out of her mouth as she sails across the room. Miles roars in anger, electricity screaming along his arms as he streaks forward, striking at Carnage rapidly. Carnage isn't affected by the electricity, however, and catches Miles by his arms with one hand, lifting him off the ground. Miles slams a kick into Carnage uselessly. Spider-Ham, Spiderman Noir, and Peter all lunge at Carnage, three new arms erupt from his sides, slamming a fist into each of them, Peter losing several teeth, Spiderman Noir's neck snapping loudly, though his scream of pain shows he had survived, even if he is paralyzed, and Spider-Ham's face inverts as he bounces around the room before popping back out, blood running out of his snout, darkening his mask rapidly. Then, Carnage's extra arms retract and his free hand drives itself through Miles' abdomen to the elbow. Miles doesn't even scream, just goes limp before Carnage casts him aside. Carnage turns as Gwen and Peter reach him, slamming a fist down on one of their shoulders, both shoulders dropping nearly six inches with a series of loud snaps, crunches, and tearing sounds before Gwen and Peter's bodies follow, bouncing off the floor.

"Done!" Lexi's voice announces as Carnage's hands raise to impale the two of them.

Ben's fist crashes into the ground and a massive fist made of ice explodes out of the ground, crashing into Carnage and hurling him away. Carnage splats against the wall as Ben stands.

"Heal them," Ben orders. "Miles first."

Lexi leaves him instantly, streaking across the room to Miles as Ben begins to walk toward Carnage, who roars loudly, claws extending a couple inches. Ben raises his hands, ice knuckles forming on his fingers with two inch spikes on the fronts of his fists. Then, he forms himself ice armor and shoots forward, Carnage roaring and moving to meet him. Carnage slashes at him and Ben drops under it before standing and drilling his left fist into the underside of Carnage's jaw. Carnage staggers backward before Ben slams his other fist into the side of Carnage's jaw. Carnage staggers to the side and Ben holds out a hand, webbing made of ice shooting out of his palm, attaching to Carnage's torso before Ben spins around Carnage as Carnage slashes downward. Then, Ben yanks on the ice webbing, Carnage being yanked into motion and streaking across the room, bouncing off of the ground and crashing into the side of the machine in the center, a thick brown fluid beginning to trickle down the side slowly. Carnage roars, charging and Ben stomps, a sheet of ice flashing across the ground, Carnage's feet flipping out from under him before he crashes down on his back. Then, Ben slams his hands down and massive spikes of ice explode out of the ground below Carnage, impaling him. Carnage roars, the ice shattering and dropping him onto his feet just in time for a shot of ice webbing to hit him in the face, obscuring his vision just long enough for Ben to charge and jump into the air, superman punching him in the face, hurling him back into the machine again, the fluid beginning to leak a little faster. Then, as he lands, Carnage shoots forward, drilling a punch of his own into Ben's chin, launching him backward. Men flips, landing on his feet in time to leap to the side, Carnage's claws connecting with his armor, the left side of it all but exploding off of him as it shatters.

Ben lets the rest of the armor evaporate and forms an ice sword as solid as he can make it in time to hold it up in front of himself, blocking the claws on both of Carnage's hands, the blade cracking but holding. However, as soon as he blocks the claws, Ben lets go of the sword and leaps over it, a third arm bursting out of Carnage's chest and catching Ben's ankle, only to freeze sold and snap off as Ben's jump continues. Ben flips, smashing the frozen arm on his leg into Carnage, shattering it and freeing himself before landing on his feet and stepping forward, slamming a punch into Carnage's back, sending him staggering forward. Carnage spins, slashing at Ben, only for Ben to duck under it and begin to slam his fists into Carnage rapidly, forcing him backward. Then, just as Carnage moves to catch one of Ben's fists, Lexi suddenly envelopes Ben, his punch speeding up and crashing into Carnage hard, sending him flying backward, smashing into the wall and cracking it.

"I'm done," Lexi says. "They'll all live. I can finish healing them after we finish this fight."

"Alright," Ben says. "Then let's finish this quickly shall we?"

"You arrogant insect," Carnage snarls, voice vibrating and grating on Ben's ears like a fork on a plate, even though it's nowhere near as high. "You're nothing but vermin to me! You're food! I _will_ take the bitch! Her power _will_ be mine!"

"No," Ben growls. "You're going to die screaming, and I'm going to piss on your remains."

Carnage roars angrily, charging only for Ben to tap his foot on the ground, a pillar of ice exploding out of the ground and crashing into him, throwing him backward again.

"You amped up my powers," Ben notes. "How much longer can Carnage go without a host?"

"Days," Lexi says. "Carnage is different than other Klyntar. He can survive for days without a host, and is more powerful on his own than even with a cooperative compatible host."

"I see," Ben nods. "Then I guess we'll have to end this the face way."

He hold their arms out, ice forming along Lexi's claws, extending them several inches as well as sharpening the back edges and forming serrated teeth along the insides. Then, they charge, Carnage meeting them partway, slashing them across the chest in a spray of blood, only for the wounds to instantly heal as they tear into him, bits of him flying off rapidly. He roars, kicking them and throwing them backward before catching them with several strands of his body. However, the strands freeze instantly and they flip, landing on their feet before catching the strands and swing Carnage over themselves, smashing him headfirst into the side of the machine. Oil floods out of it instantly, washing over Carnage as he pushes himself up, roaring angrily.

"It's over," Ben says.

"It will never be over!" Carnage roars. "You can't stop me! I'm the ultimate Klyntar! I don't need a host! I've devoured countless spiders and gained power from each! I will never stop hunting you!"

"Yes, you will," Ben says, sending a strand of ice webbing at Carnage, only for him to lean out of the way, grinning wickedly as it misses.

"You missed!" Carnage sneers.

"No I didn't," Ben says. "I just wasn't aiming for you."

Carnage blinks in confusion before turning, looking around, seeing the webbing wrapped around the exposed section of the missile Peni had fired earlier. Then, Ben yanks on the webbing and the missile breaks free of the ice, crashing into Carnage's chest and exploding into a massive fireball, destroying the machine and igniting Carnage. Carnage roared in agony, collapsing in the center of the flames, his voice growing well past a fork and plate in both pitch and annoyance. he rolls back and forth for a moment before reaching out toward them.

"I'll kill you!" Carnage shrieks. "I'll make you wish you were never born!"

"No, you won't," Ben says. "Now shut up and burn."

Carnage screams again as pieces of him begin to disintegrate. Then, finally, the scream dies off as the rest of his body falls away as ash. Ben turns, Lexi separating from him and quickly switching to Gwen, continuing to heal her while helping Ben gather the others, both of them heading back up the stairs, leaving the fire to burn out. After about another fifteen minutes, they set the others down on a rooftop a few blocks away and Lexi finishes healing the others one at a time before separating from them, having finished with Spiderman Noir, and retakes her human form, staring at the ground in silence. Ben watches the smoke curl out of the front of Oscorp in silence for several minutes before Lexi speaks.

"If...If you still want me to leave, I will," Lexi says. "I know you can't forgive me for lying to you, but you're safe now, and that's enough for me, so..."

Ben turns, watching her for a moment before walking over and lifting her head up before kissing her. She stands there, too surprised to react for a moment before he pulls back, his eyes watering as regret and guilt roll through him in waves.

"I'm sorry for what I said," Ben says. "I'm sorry for threatening you...for hurting you. I don't want you to leave. I know I don't deserve you...I don't deserve anything besides a swift kick in the ass...but I-"

Lexi cuts him off with a kiss, remaining there for several seconds before pulling back. "I love you Ben."

"I love you too," Ben smiles, kissing her again.

After a moment, Peter clears his throat and they separate, looking over at the others.

"Thank you for saving us," Peter says. "And...uh...sorry for hunting you."

Lexi smiles and shakes her head. "It's alright. I'm just glad you're all okay."

"Thanks to you," Gwen says. "Without you, Miles would be dead...several times over. We all would. Thank you. I don't know if I can ever repay you."

"You don't owe me," Lexi smiles. "Honestly, I didn't save any of you for you. Everything I did was for Ben. I was being selfish."

"Even so, you saved us," Spider-Ham says. "I'm going to let you two in on a little secret. No hero is ever _really_ selfless. We all have selfish reasons for what we do. Sure maybe sometimes it's selfless, but most of the time, we do what we do because it means something to us. So congratulations Ben. You're a hero."

Ben sighs. "Damn. I guess you're right. You guys ruined me."

The others all laugh.

"We should all head back to Aunt May's," Peter says. "I think all of us can use a nice long rest, this time without any Symbiotes to fuck it up. Or...well...any others, I suppose."

"Hey, speaking of, where'd Venom and Toxin end up?" Ben asks. "And Riot?"

They all look around, realizing the three other Symbiotes had disappeared during the fight sometime. However, before they wonder about it too long, Venom and Toxin both land on the roof behind Lexi and Ben, both bowing.

"Riot?" Lexi asks.

"Dead," Venom says. "Finally. We shoved him into some hobo's trashcan fire."

"I think we gave the hobo a heart attack," Toxin says.

"He'll probably be fine," Lexi says. "Toxin, how's your host holding up?"

"He's getting close to expiring," Toxin says. "I'm going to drop him off at a hospital later and find a new one."

"Try to find a compatible one and make peace with him," Lexi says. "If you keep burning out hosts, eventually you'll be hunted down."

Toxin nods and Lexi waves a hand, he and Venom leaving instantly. Then, Lexi turns back to the others.

"Alright, we can go now," Lexi says.

The others nod and they leave, Ben and Lexi bringing up the rear, both smiling knowingly as they see Miles and Gwen holding hair and swinging together using their free hands.

* * *

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	12. Chapter 12

I do not own Spiderman or any of the characters.

* * *

Uninterrupted

I sigh as I rest my chin on Lexi's shoulder, the TV playing some show, or maybe it's a news station, as nothing but white noise in my head. I'm not paying it any mind. I'm too content to simply hold Lexi without anyone interrupting.

"So Ben," Miles says as he walks in, Gwen's hand in his own, as it has been for the better part of the last three days we've been resting. "Peni says that your normal suit is going to take a bit to repair, but we got you a replacement."

"I told you, I'm not going to be a Spiderman," I say. "I'll help defend the city and do my hero duty and all that bullshit, whenever it doesn't interrupt anything, but I'm not being a Spiderman."

"Just come look at the suit," Gwen says.

I sigh heavily. "Fine."

Lexi smiles, standing and we follow Miles and Gwen to the elevator outside. As it begins to descend, Lexi leans against me, resting her head on my shoulder as I wrap my arms around her. Then, finally, we reach the bottom and walk over to where Peni's sitting on top of her robot as it continues to tinker with whatever her newest project is, a second set of arms below the robot's primary ones currently working to make a new suit for me.

"Alright, let's see it," I say.

Peni grins as the other Spider-people drop into view from above, Peter clearing his throat behind us. I turn and his expression changes from expecting-something-bad, to a are-you-fucking-kidding-me-right-now. Everyone in the room, including Lexi, are suppressing their laughter as I stare at the replica of Sub Zero's outfit from Mortal Kombat X, except with a silver Spiderman symbol on the belt buckle.

"No," I say. "I am _not_ wearing that fucking thing. I'd rather wear Carnage again. I fucking _hate_ Sub Zero!"

Everyone begins to laugh. Lexi walks over, taking the suit and walking back over to me, holding it out and beginning to pout.

"Please?" Lexi asks.

"No," I say.

"But Ben," Lexi begs.

"No," I say, crossing my arms and turning my head.

"Pleeeeeeeaaaaaassssse?" Lexi begs.

I ignore her and she sniffs dramatically. When I still ignore her, she rolls her eyes and transforms, lunging forward and covering me before pulling the outfit on and leaving my body again. I glare at her.

"That's low," I say.

"It looks great!" Lexi beams.

"I feel ridiculous," I grumble. "And where's the mask?"

A light flashes and I snap my head around to Miles as he snaps a second picture before tossing the mask to me. I grit my teeth.

"Erase it," I snarl.

"Too late," Miles smiles. "Already uploaded to the cloud."

"I hate you all," I grumble, pulling the outfit back off and tossing it aside. "I'll just go without the outfit."

"What, you just going to rely on your girlfriend as your suit?" Gwen asks, grinning.

"No, I'm just not going to help you guys until Peni finishes fixing my suit," I shrug. "And no spider this time Peni."

Peni gives me a thumbs up just before Miles sticks the suit to my back with webbing.

"You're a dick," I say.

Myles chuckles. "We still need a proper name for you."

"Well I'm definitely not going by Sub Zero," I say.

"How about Ice Spiderman?" Spider-Ham asks.

"I'm not a Spiderman," I say.

"Arctic Spider," Spiderman Noir suggests.

"Chill-antula," peni says.

"White Spider," Peter suggests.

"Cold Web?" Lexi offers.

"Why does it have to be about a spider?" I ask.

"Well what do you want to be then?" Miles asks.

"Not a spider," I say. "I fucking hate spiders. I fucking hate Sub Zero."

"I've got it!" Gwen says.

"What?" I ask skeptically.

"You're Elsa!" Gwen grins, the others all howling with laughter instantly.

I rest my face in my hand. "I hate you all. I am surrounded by morons."

"Jack Frost!" Peter laughs.

I blink. Frost. It's not bad. The others are all still laughing, besides Lexi, who's watching me curiously.

"What?" I ask.

"Did you think of one?" she asks.

"Frost," I say. "I choose Frost."

The others are silent for a long several moments before all saying "Naaahhhh."

I glare at them as they laugh again.

"I vote White Spider!" Peter announces.

"Ice Spiderman!" Miles says.

I grumble a string of impolite phrases under my breath as they vote. Finally, it's decided, albeit against my will. My new name is Ice Spiderman. I take the Sub Zero suit off my back and take it back up to the house with me, since I don't really have it in me to be enough of a dick to just leave it, even if it _was_ meant to annoy me, and drop it on the arm of the couch beside me as I drop onto it, sighing heavily. Lexi straddles my legs, smiling knowingly down at me.

"I like Frost," Lexi smiles.

"Liar," I snort. "You're just trying to make me feel better."

"Do you have a better way in mind?" Lexi asks, leaning in.

"I might," I smirk, reaching up and kissing her.

"No sex in the living room," Gwen says as she and Miles sit down in a chair off tot he side, Gwen in Miles' lap, hand resting on his abdomen, where he has a nasty scar from his fight with Carnage.

"You're one to talk," I say. "That first day we got back we practically had to pry you two apart with a crowbar. I actually remember webbing being used."

"I don't remember that," Gwen says.

"Oh of course not," I snort, rolling my eyes. "Why would you remember? That would prove you're wrong about something. And let's not get started on how many times you two denied liking each other."

"I'll zap you," Miles says.

"You wanna go Sparky?" I grin. "I'll take you if you do."

"Sure thing Elsa," Miles grins.

I grumble, sinking back into the cough and crossing my arms, the others laughing. "I'm going back to school tomorrow. I suggest you do the same Miles."

"I will," Miles nods. "You heading back to your dorm?"

"Nope," I smirk. "I have a better offer."

"What, you're going to live with Lexi?" Gwen asks.

"Yup," I smile.

"Jesus, she'll be pregnant in a week," Gwen says.

"Oh like you'll last any longer once it's just you and Miles," I snort.

"Did you just call me a slut?" Gwen snarls.

"You called Lexi a slut," I shrug.

"I _am_ a slut," Lexi says.

I snort in amusement. "Yes, but they don't need to point that out. Anyway, we should get going. Your father'll kill me if I don't...wait, how is he your father?"

"Oh he's not," Lexi says as we walk out the door. "He's one of my bodyguards. They all found compatible hosts and convinced them to work with them."

"What about your sister?" I ask.

"She's like me," Lexi says. "She's actually my sister, so she doesn't have a host."

"Does Jake know?" I ask.

"I don't think so," Lexi says.

I laugh. "Oh man, I really hope she gets him super drunk, or super high before she tells him."

Lexi laughs. "Yeah, I doubt he'll take it much better than you did."

"Oh I'm sure he will," I say. "He wasn't almost killed by a symbiote shortly before then."

Lexi shrugs, slipping her hand into mine. "I really am sorry I hid that all from you."

"It's alright," I say. "I understand. And it doesn't matter anymore anyway."

"Why?" Lexi asks.

"Because you're you, and I love you," I say. "Snot monster and all."

Lexi laughs for a moment before falling silent for a few minutes. "But you wouldn't be as comfortable with me in my true form."

"Not in public," I say. "That'd raise some pretty difficult questions. But when it's just you and me, sure."

"Really?" Lexi asks, one eyebrow raised. "So you'd be willing to kiss me if I looked like a snot monster?"

"I'd be willing to if you wanted to," I say. "I told you I love you. That doesn't stop at your appearance."

She smiles, slipping her hand into mine. "I love you Ben."

I smile, giving her hand a squeeze. "So, I've had a question for a while now."

"What's that?" she asks.

"That first date, was that all because you liked messing with me, because you actually wanted to have sex, or because you learned about humanity through the wrong sources and thought that's how humans actually behaved?" I ask.

I know I've found a gold mine of a subject when her face turns crimson.

"It wasn't my fault," she says, instantly knowing I've figured out the answer already. "All we had to go off of was what we could find on the internet at first."

I begin laughing instantly and her blush darkens. "Oh my god, that's priceless! You watched porn to figure out what to do on a date!"

She blushes even more. "Well you weren't complaining!"

"Of course I wasn't!" I laugh. "Have you looked in a mirror? You're like the stereo type for perfect."

She smiles, blush fading slightly and slipping her arms around me, resting her head on my shoulder. "Well, I'm also yours now. And I think I remember giving you a warning about getting strike three."

"Hey, that was entirely Carnage's fault," I say. "Well...at first, at least. After..."

"Hey, that doesn't matter," she says. "But, no matter whose fault it was, you got three strikes. You know what that means, right?"

"The teacher's going to keep me after class?" I ask.

She smiles. "That's alright. It's more fun if it's a surprise."

I watch her suspiciously as she skips ahead of me. Then, her last skip, she gets more height than before, her skirt flipping up as she drops and suddenly my pants are too tight. She's not wearing underwear. Again. I sigh, speeding up to catch up to her, slipping my hand into hers. She squeezes my hand briefly and we walk in silence until we reach her house. The door opens almost as soon as we get there and the Symbiote posing as her father bows, stepping out of the way. We walk through the house to the kitchen, Lexi opening it and pulling out a pizza. I cock an eyebrow at her and she shrugs.

"It tastes good, and their hosts still need to eat," Lexi says.

I chuckle and nod and we each grab a slice, eating it slowly while the other two remaining slices warm in the microwave. Once we've eaten them too, we head upstairs to her room. I look around and smile. The room's decorated with the most random things you can imagine. My little pony, classic rock posters, punk rock posters, a Freddy Kreuger cardboard cutout, an Adventure Time alarm clock, a unicorn-pattern mattress, and the vanity mirror has pictures of me around it, but they're all taken from a distance or through windows, like what a stakeout would result in. I can't help but laugh seeing it.

"You decorated this room, didn't you?" I ask.

Lexi flushes instantly. "Shut up! I didn't know!"

I fall onto the bed on my back, laughing, holding my stomach as I do. "Oh my God, I _love_ it!"

Lexi rolls her eyes and I sigh, sitting up and dropping into her desk chair, spinning once before stopping facing her Alienware laptop.

"Let me guess, you liked the face?" I ask, grinning.

"As a matter of fact, no," Lexi says. "It was in the dumpster."

I raise an eyebrow. "Does it work?"

"It does now," Lexi says. "It just needed some parts swapped out."

"You know how to fix multiple thousand dollar laptops, but you don't know how to talk to someone on a date?" I smirk.

"Dating's not a thing in my universe," she says. "In my universe, the females, even the queen, are used as egg farms."

"Wait, really?" I ask, eyes widening.

"No, but that _does_ sound like it could be a fun roll play," she grins wickedly.

"I hate you," I say flatly, turning to the laptop. "Wanna watch a movie?"

"No wait, don't!" she says, but it's too late.

As soon as the laptop's open, lewd moans and shouts fill the room. I sit frozen, eyes wide and staring at the screen as Lexi blushes so dark her entire body literally starts to turn red. Finally I regain motor function and pause the video, turning to her as a grin starts to grow on my face.

"Shut up," Lexi warns.

"Lesbian sister porn, huh?" I grin.

Lexi shrieks in indignant rage, grabbing me and hurling me onto the bed before leaping onto it after me, pinning me down but failing to get me to stop smirking. "It's not what you think!"

"Mhm, sure," I smirk. "Should I warn Jake?"

She groans, slapping my shoulder just hard enough to sting, sitting up, now straddling my legs just above my knees. I grin as she crosses her arms, looking away. I stare up at her for a few seconds before reaching out to her thighs, gently brushing my thumbs over her skin, watching the indignation bleed out of her face, a small smile taking its place as she looks down at me again.

"I do have one serious question," I say, her smile falling away as she uncrossed her arms, resting her hands on my abdomen, just above the waistband of my jeans.

"What?" she asks.

"Do those pictures on your mirror mean you were stalking me?" I ask, grinning widely.

She huffs loudly, moving to stand only for me to sit up, catching her and twisting, wrestling her back to the bed. She tries to escape, but I hold her still. She struggles, trying to squirm free, so I stick her hands to the headboard with ice webbing and give her a reason to squirm, tickling her. She shrieks, bucking and thrashing, trying to hold her laughter in only to break down into hysterics as I move from her armpits to her throat. Tears start to work their way out of her eyes after a few seconds and I grin, continuing, one eyebrow slowly rising.

Finally, I relent, grinning down at her. "Are you actually _that_ ticklish?"

"Yes!" she says. "Stop it!"

"I think you're faking," I say. "I should probably see if you pee yourself from it to be sure."

"Don't you dare!" she hisses.

I grin and start in again. In place of laughter however, when I find an extra sensitive spot under the side of her jaw, she lets out a strange, gagging laughing sound, thrashing madly to try and escape, only to tire herself out, leaving her unable to resist.

"Please!" she finally wails. "Stop!"

I grin, relenting again and allow her to try and catch her breath, my fingers still trailing over her sides, though more slowly this time. I look up at her eyes and my own widen slightly. They're not blue anymore. They've changed to a light pink. She must realize what's happened, because she blinks and they change back.

"Aw. I kind of liked the pink. They were pretty that way."

She smiles and blinks again, her eyes changing back. I smile, leaning down and kissing her. She sighs, her tongue slipping out just in time to meet mine and my hands begin to drift over her body, slipping under her shirt after a few minutes and drifting over her skin. Lexi sighs into the kiss, trying to move one of her hands, only to find it's still bound in place. I grin, pulling back from the kiss.

"Nah uh," I smirk. "Your hands are staying right there where you can't get payback."

She begins to pout instantly as I call her out on her plan. I smile and lean back down, kissing her bad mood away. This time, I feel her settle into the kiss, content to simply enjoy it this time. I can't exactly tell how I know, but I can just tell. I smile, my hands drifting over her skin again under her shirt. I feel her shiver slightly, then twitch as I near her arms again, though I don't start tickling her and she doesn't pull away. After a few more minutes, my hands drift to her chest, beginning to squeeze and massage her globes, earning a shaky exhale within a few seconds. As I continue to work her chest, I kiss my way along her jaw, then back under it until I find the sensitive spot from before. As I had hoped, Lexi moans as I reach it, tilting her head out of the way, allowing me better access. I smile, sucking the skin there until there's a nice dark spot, then continue further down her neck, leaving a trail of bruises in my wake, which I'm sure she'll be able to get rid of whenever she feels like it. As I reach her shirt's collar I stop, sitting up and beginning to pull my hands back only for the shirt to begin to pale, turning the same color as her skin before sinking into her skin. I gape down at her for a moment before my face flushes at the realization.

"You've been naked this whole time?" I ask.

She nods, grinning. "I see something I like and I copy it. I don't actually need to wear real clothes. Besides, it makes it easier to switch forms if I don't have to worry about clothes the whole time."

I shake my head, leaning back down and kissing her again before returning to what I had been doing, filling in a couple of spots I missed along my earlier trail. I let the trail stop at the hollow of her neck, kissing my way down over her collarbone before continuing lower. I begin to worship her breast, making sure to reach every millimeter of it before moving up to suckle the sensitive flesh at the top. Lexi moans loudly, head tilting back as I slide my newly freed hand down to cup her ass, massaging it and making her hips roll slightly. I smile and press my leg between hers, earning an appreciative moan as thanks, her hips rolling more deliberately. However, just as I do, the door opens, her not-father bodyguard stepping into the room. I freeze, staring at him out of the corner of my wide eyes.

"Your highness, do you want us to order a pizza tonight?" He asks, ignoring me entirely, acting as though this was perfectly normal. "My host says he wants Chinese."

"Chinese will be fine," Lexi sighs. "Now, please give us some privacy."

He bows and leaves, closing the door behind himself. I remain frozen for another moment before sitting up. Lexi sighs.

"I'm sorry," she says. "They're still trying to grasp the concept of private time."

I nod, sighing, and reaching up to rub my eyes. Always something. It's like fate just doesn't want us to be together. Before I can explore that line of thought much further, a second pair of arms suddenly sprout from Lexi's sides, grabbing me and pulling me back down into a kiss. I consider reacting to the arms but Lexi captures my lip between her teeth, dragging her tongue over it and sucking harshly, repeating this several times, getting me more than back to the state of mind I had been in before the interruption, before releasing my lip. I press my leg into her again and she moans, rolling her hips again.

"See?" Lexi asks. "No big deal this time."

I grunt a noncommittal response and quickly kiss my way back down to her nipple, my hands returning to where they had been. Lexi moans, rocking harder against my leg, and this time, her skirt vanishes in the same way her shirt had, leaving her completely nude. I kiss my way over to the other nipple, my left hand sliding down to her other ass cheek, pulling her tighter against my leg. She cries out as she grinds against my leg, her voice growing more desperate, her hips rocking more insistently. I smile and release her nipple, moving up and kissing her, taking my leg away and settling my weight on her, stopping her from moving. She whines into the kiss, pulling back.

"Ben," she moans. "Don't tease me."

"I don't know what you mean," I smile.

She glares at me, rolling her hips before kissing me again. I smile, kissing her back, but make no move to continue. Finally, she sighs, a new pair of arms growing out of her shoulders as the first two sink back into her, effectively freeing her from my ice webbing. I'm about to catch her again when she flips us over, trapping my hands with her own webbing, or whatever symbiotes use in place of it. She sits up, ripping my shirt off as if it were wet tissue paper, then unbuckles my pants and pulls them off, along with my underwear.

"There," she says. "Much better. Now, about those strikes."

"What're you going to do?" I ask, smirking.

She grins and kisses me before starting to make her way down my body. I groan as she runs her tongue along the length of my erection, then opens her mouth, wrapping her lips around the head of my dick. She runs her tongue around it a few times before looking up at me when I don't groan again. I smirk at her and she accepts my challenge, grinning around my cock and sinking down until I'm fully seated inside of her mouth, and also partway down her throat. It's all I can do to stay silent as her warm, wet tongue and mouth slide against me, but once she bottoms out, she pauses for a moment. Before I can even consider possible reasons, she begins to hum, the vibrations hitting me hard as she begins to bob her head, pulling back to the head before dropping back down. And she's not slow about it. She moves her head rapidly, almost instantly pulling a loud moan out of me. She grins around my member, continuing to bob her head rapidly, humming nearly constantly, varying pitch to change the sensation of the vibrations. Within seconds I feel ready to explode. Except, suddenly something clenches around my scrotum and the base of my erection. My head flies up as she releases my member and I stare at the offending object. It's her webbing, or maybe a piece of her body, wrapped into a tight wring around the base of my erection, and around the base of my scrotum, effectively blocking my pipes, keeping me from going soft, or finishing. My eyes widen in surprise just as she drops her lips back onto my member, continuing where she left off, this time grinning up at me wickedly. Suddenly, I'm not quiet anymore.

The realization that it's not about to end until she allows it seems to make me even more sensitive, because as soon as she starts again, my senses are set to overload, pleasure racing along my member like fire, burning in the best possible way. And I'm well past the point of being ready to finish. Pressure is building up inside of my groin only to be blocked by her makeshift cock ring, quickly becoming painful and unbearable. And still she's bobbing her head. I want to tell her to stop, to beg her to just let me finish, or to at least stop torturing me, but I can't. I can't even stop myself from groaning and moaning like an idiot, much less form words. I feel embarrassed and humiliated, even though it's only Lexi. I know she won't judge me, and I know that she most likely had this planned out for at least the last couple days, but I still feel like I want to crawl into a hole and die.

Finally, Lexi releases my member with a pop and sits up. "You know, I don't think this is quite fair."

"You don't say," I grumble.

"You're right," Lexi smiles. "I'm sorry. Here. Let me fix it." And then she swings her hips around, positioning herself over my head and grinning down at me. "if you're a good boy, I might let you finish."

"Oh you are so never watching dominatrix porn again," I grumble.

Lexi laughs. "I can get a whip if you wa-"

I don't let her finish, reaching up and sucking harshly on her clit. Lexi gasps in surprise before moaning loudly as I release her clit, beginning to trail my tongue through her slit, lapping at her free-flowing juices. I groan as I do. Partly because her juices taste sweet, like some kind of fruit, and she smells overwhelmingly like cherry blossoms, and I mean that literally, and partially because as I begin to obediently pleasure her, she wraps her lips around my member and goes right back to torturing me. And I go right back to moaning and groaning like an idiot. I do, however, manage to keep a lot quieter by devoting all of my energy into my tongue, working her folds and clit like my life depends on it, which at this point, I'm so desperate that I might actually try less hard if it were. As I drag my tongue through her slit again and again, I do two things. First, I use my powers to cool my tongue to just slightly warmer than ice, making Lexi gasp and moan much more loudly, her hips rocking insistently against me. Secondly, I think back to my nerd phase, which I whole heartedly deny ever having had, and all of the various symbols and spell circles the video games and RPGs I used to play had. I'm suddenly happy for my photographic memory, because as I begin to draw the various symbols with my tongue, Lexi begins to lose her mind, crying out in pleasure around my member and working my erection frantically. However, she still keeps me blocked off, so it's more of a double-edged sword than I would like.

After a few minutes, I begin to experiment with my powers, switching my tongue from ice cold to body temperature rapidly and randomly, also focusing more on her clit. Lexi loves it, actually forgetting to move her head several times as I do. Then, finally, she breaks. Just as I'm trailing my tongue past her entrance, she drops her head fully and screams, her juices squirting out of her, coating my face around my mouth for a moment before I lock my lips around her entrance, drinking her juices happily. After a moment, I return to drawing random symbols and alternating the temperature of my tongue, moving faster and focusing on her clit enough to do entire spell circles on it alone. Lexi can't move of her own volition. She simply remains where she is, my member buried fully in her mouth, her body jerking and bucking as she squirts and cums above me. Then, just as she starts to come down from one orgasm, I send her into another. Finally, she lifts her hips, jerking and bucking, and lifts off of my member, collapsing onto her side and whimpering as her body jerks and twitches, slowly starting to come back down from her orgasms. And yet still she hasn't let me finish.

"Lexi," I groan. "Please. It hurts."

Lexi takes a couple more seconds to recover before pushing herself up, smiling sympathetically. "Aw, I'm sorry. I didn't mean to hurt you."

She kisses me, moaning as she tastes herself on my lips and tongue, but I know she has no intention of letting me finish. She's enjoying torturing me too much. Sure enough, after a few seconds, she swings one leg over, straddling my hips and lining herself up with my member.

"Here, let me make you feel all better," she whispers seductively before sinking down onto me.

I moan loudly as liquid fire washes over me from anywhere she touches. And she's so tight that she touches everything. Her slick inner walls clench and slide against my overloading nerves so perfectly that even though it feels like there's lava being poured onto my manhood, it's addicting. However, as she reaches about three quarters of the way down, something happens that I definitely wasn't prepared for. She shoves downward with a sudden surge and I feel something tear inside of her. My eyes widen and I stare at her as her face contorts in pain. I'm not sure if I'm more surprised that she has a hymen, or that she couldn't make it not hurt, seeing as she's a living mass of slime, or mucus, or something.

"Are you okay?" I ask, voice cracking badly but still thick with worry.

She smiles, leaning down and kissing me. "I'm alright. Although, I don't think anything I read ever really prepared me for that."

"You couldn't have gotten rid of it?" I ask.

"I could have," she nods. "But I wanted to let you do it. You're my first, so I wanted to do it properly."

"I don't think it's properly if I'm not able to finish," I point out.

She laughs, raising her hips slightly then dropping again. She winces but moans at the same time, taking a second before beginning to move, setting a slow, agonizing rhythm. I grit my teeth, desperately struggling to keep from making any more of a fool of myself than I already have. However, after several more drops, I can't help it and groan. Then, the dam is demolished and I can't shut up. Lexi just smiles as I do and begins to pick up the pace. I pull against her webbing, but it's more solid than mine and I can't break free. I refrain from freezing it to do it, since it _is_ a part of her. So, unable to touch her in any way, I thrust up into her in time with her drops instead. She moans loudly, speeding up even more, bouncing on my cock almost frantically after a couple of minutes. Her hands steady her on my lower ribs and she uses me for leverage, beginning to pant and moan and cry out in pleasure. I can barely focus through the agonizing, torturous pleasure tearing through me in a constant tsunami, threatening to drown me, but I do, because despite her being cruel and torturing me, I still want it to be as good as it can. So, I focus my powers and begin to alternate the temperature of my skin. It does absolutely nothing to lessen the magma coursing through me, if anything, focusing on my erection makes it even worse, but Lexi's cries begin ti grow more desperate rapidly as I continue, so I suppose it's worth it.

Time seems to drag on and on as she rides me. The pleasure of her slick walls sliding over my member and the burning, agonizing pressure from not being able to finish quickly becoming too much for me to handle and robbing me of my perception of what's going on around me. It could have been a few minutes, or it could have been days and I wouldn't have known the difference. I _do_ know that alternating the temperature of my member became almost instinctual, second nature. I also know that at some point, Lexi mashed her lips to mine to muffle a scream as she came, her body jerking and bucking on top of me. And yet, still she kept me from joining her on Cloud Nine. Then, she continued where she had left off. I groan, hands tangling in the sheet, only to freeze, staring down at my hands. They're free. I don't waste a moment, grabbing Lexi and flipping us, beginning to ram into her instantly with as much force and speed as I can muster, mashing my lips to her own in a sloppy, desperate kiss that she returns in kind. Finally, I pull back, gritting my teeth.

"Please," I pant. "Lexi...I...can't..."

Lexi pulls me back into a kiss and wraps her legs around my waist as she muffles her cries with my lips and tongue. Her arms wrap around under my arms, nails biting into the backs of my shoulders. "One...more," she pants between cries. "Then...you can...too."

That's all I need to hear to nearly double my speed, Lexi screaming instantly. However, I also get another idea, one that occurs to me in the process of "I want her to finish right fucking now so that I can too." I focus for a moment and form ice along my member in small rounded domes, barely a millimeter high, but enough that the moment I form them, Lexi instantly bucks against me, screaming out for the entire world to hear as she finishes again. And suddenly, the pressure's gone, exploding out of me in wave after orgasmic wave. I bite into her shoulder to keep from making any more noise than I already have, my hips bucking and ramming into her frantically as my pent up seed finally floods into her, overflowing in seconds. Lexi keeps bucking and rocking against me as we both orgasm. Then, finally, the world starts to filter back in through the void of white-hot pleasure I've been lost in since she finally let me go. I taste blood and wince sympathetically, pushing myself up and inspecting her shoulder. If she were human, it'd scar.

"Sorry," I say, only for her to giggle.

"It's alright. I deserved it."

"Yes, you most definitely did," I groan, laying back down on her, not even caring if I'm squishing her though I seriously doubt I am.

"Besides," she says, and I can hear the seductive smile without even opening my eyes, "I kind of liked it."

I groan dramatically. "You're insatiable."

"I think maybe one more round would do it," she grins, rocking her hips, against me.

Despite the fact that I feel completely spent and like I might pass out, I start to get hard again instantly, as though my member exists solely to serve her. As I grow, hard, and since I apparently didn't slip out of her when I went soft, I stretch her inner walls again, Lexi moaning almost instantly as I retake my full size. This time, however, I'm not ridiculously hyper-sensitive, so there's no pain when I push myself up and start to move inside of her. However, she holds a hand up to my chest. I stop, pulling out and she pushes herself up, turning over and getting onto all fours. Then, she looks back at me as I line myself up.

"Can you do that thing again?" she asks. "I didn't get to really enjoy it before."

I shake my head, smirking, but reform the small ice bumps on my member, then push into her. She moans loudly, slamming back into me almost immediately, and just like that, we're both bucking rapidly. Now that I can actually fully enjoy feeling her, I moan openly as she slides against me. It's ruined slightly from the bumps blocking it, but where she _can_ make contact, it feels amazing. But it's still not quite right. After another moment, she interrupts her panting by gasping in a breath so that she'll have enough air to speak.

"Let them go!" she forces out, panting and gasping, barely able to control her voice enough to speak. "I want to feel you more."

I comply instantly, allowing them to thaw in seconds. Then, I'm sent spinning through cloud nine again as her walls clench against me, sliding back and forth against every millimeter of my erection. Lexi cries out in pleasure in response to suddenly feeling me and her hips begin to buck more frantically against me. I feel my rope starting to run short already and I'm a bit disappointed, though after what had already happened, it's probably understandable.

"Lexi," I groan. "I'm...sorry."

Except, when she opens her mouth to respond, her voice fails and her insides clench, her hips slamming into me, bucking and jerking as she milks my member. Then, I'm out of rope. I slam into her, groaning and pumping even more of my seed into her, forcing more to overflow from her. My hips jerk back, then slam forward again several times. Finally, I'm spent, for real this time, and I collapse onto the bed on my side, Lexi onto her side facing me. Except, she's in her true form, her tunnel, which may or may not just be her body, still wrapped around my softening member, though it slipped out of her after a moment.

"Sorry," she panted. "I...lost control for...a second."

I shake my head and reach forward, kissing her. It's an...odd feeling. She's more solid than she looks, but not as solid as skin. The closest substance I could think of would be jello, but that's not quite right. Regardless of what substance it reminds me of, it's not exactly bad. Just odd. After a moment, she shifts back, her lips solidifying against mine, and remaining there, continuing the kiss for a few more seconds before pulling back. When I open my eyes, the love shining from her watery eyes catches me off guard.

"I told you," I smile. "I love you for you, no matter which form you're in."

She smiles and throws herself onto me as she mashes her lips to mine again, knocking me onto my back before settling on top of me. After a moment, the kiss calms, however, slowing as we simply enjoy feeling each other's lips on our own, and sharing the taste of her juices as our tongues dance languidly. eventually we separate and both drift off to sleep, being woken up by one of her bodyguards a couple hours later for dinner before returning to sleep after.

* * *

I swing up toward the gargoyle reaching out to touch it only for Lexi to suddenly impact with my back, spreading to cover me as she had so many times since we fought Carnage several months ago. We tap the gargoyle and flip, landing against the wall of the skyscraper, facing away from it with our feet below us.

"I win," Lexi says cheerfully.

"How do you figure?" I ask.

"Well, since I'm covering you, I'm technically the only one who touched the gargoyle," Lexi explains. "Therefor, I win."

"You dirty cheater," I laugh.

"You know you love it," Lexi says. "And you love it when we're together too, because then I can do this."

She reaches some of her body into my suit, enveloping my member. I exhale slowly as she moans in my head.

"You're going to make us fall off the building," I warn her. "I swear, ever since you figured out you can do that you've been even worse than you were before."

She laughs. "So, the next check from your book comes in tomorrow, right?"

I sigh. "What do you want?"

"Jewelry," she says. "I still don't understand why human girls wear it. I thought maybe getting some would help."

I chuckle. "You're so high maintenance," I tease. "You're lucky my book sold so well or I wouldn't be able to buy you all these nice things."

"That's alright," she says. "If your money ever dries up I can just go seduce some other rich guy."

"Now see, that hurts," I say. "I think I might not buy you that jewelry now."

"Aw," Lexi says. "Here, let me make it up to you."

She pulls back from me, forming in front of me instead, arms and legs on either side of me before she leans in, kissing me. I kiss her back for several seconds before someone screams. We both turn and she smiles, her low-cut white blouse and black tights changing into a spider suit with white on the sides, legs, and back, then light pink for a belt, up the front, and her boots and sleeves starting just below her knees and just above her elbows. When she had first made herself a suit, she had also included a hood with pink on the inside, like Gwen's. As she pulls the hood up, I notice something I didn't when she first separated from me. Her hair is now an orangish red, and looks amazing on her.

"Damn, you make one beautiful ginger," I says.

"Thanks," she smiles, forming her mask as I pull my own down. "Race you there."

She drops off the building and I jump after her, both of us heading to do our job. After all, we're heroes. Like it or not.

THE END


	13. Chapter 13

Sequel is out, called The Deadliest Spider.


End file.
